Exhibit 10.1


 


EXECUTION VERSION


 





 



 


CREDIT AGREEMENT


 


Dated as of July 20, 2018


 


among


 


GOLUB CAPITAL BDC 2010-1 LLC


 


MORGAN STANLEY BANK, N.A.,


 


MORGAN STANLEY SENIOR FUNDING, INC.


 


U.S. BANK NATIONAL ASSOCIATION


 


and


 


Golub
Capital bdc 2010-1 Holdings, LLC


 





 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 
	Definitions; General Terms
	 	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	UCC Definitions	24
	SECTION 1.03.	Terms Generally	24
	SECTION 1.04.	Accounting Terms; GAAP	24
	SECTION 1.05.	Reporting	24
	 	 	 
	ARTICLE II
	 
	The Credits
	 	 	 
	SECTION 2.01.	Commitment	26
	SECTION 2.02.	Advances	27
	SECTION 2.03.	Requests for Borrowings; Authorization of Purchases	27
	SECTION 2.04.	Funding of Borrowings	28
	SECTION 2.05.	Termination of Commitment	28
	SECTION 2.06.	Repayment of Obligations; Evidence of Debt	28
	SECTION 2.07.	Prepayment of Advances	29
	SECTION 2.08.	Interest	29
	SECTION 2.09.	Borrowing Base Deficiency Payments	30
	SECTION 2.10.	Payments	31
	SECTION 2.11.	Increased Costs	31
	SECTION 2.12.	Taxes	32
	SECTION 2.13.	Discretionary Sales	34
	SECTION 2.14.	Repurchase or Substitution of Warranty Breach	34
	SECTION 2.15.	Conditions to Sales, Substitutions and Repurchases.	35
	SECTION 2.16.	Limitations on Sales and Substitutions.	36
	 	 	 
	ARTICLE III
	 
	[Reserved]
	 
	ARTICLE IV
	 
	Representations and Warranties
	 	 	 
	SECTION 4.01.	Representations and Warranties of the Borrower	37


 




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	ARTICLE V
	 
	Conditions
	 	 	 
	SECTION 5.01.	Effective Date	40
	SECTION 5.02.	Each Borrowing	41
	 	 	 
	ARTICLE VI
	 
	Affirmative Covenants
	 	 	 
	SECTION 6.01.	Affirmative Covenants of the Borrower	42
	 	 	 
	ARTICLE VII
	 
	Negative Covenants
	 	 	 
	SECTION 7.01.	Indebtedness	44
	SECTION 7.02.	Liens	44
	SECTION 7.03.	Fundamental Changes	44
	SECTION 7.04.	Purchase and Sale of Warehouse Assets	44
	SECTION 7.05.	Separate Existence	45
	SECTION 7.06.	Other Business	45
	 	 	 
	ARTICLE VIII
	 
	Events of Default
	 	 	 
	SECTION 8.01.	Events of Default	46
	SECTION 8.02.	Remedies	48
	 	 	 
	ARTICLE IX
	 
	The Administrative Agent and the Collateral Agent
	 	 	 
	SECTION 9.01.	The Administrative Agent	49
	SECTION 9.02.	The Collateral Agent	51
	 	 	 
	ARTICLE X
	 
	Miscellaneous
	 	 	 
	SECTION 10.01.	Notices	54
	SECTION 10.02.	Waivers; Amendments	55
	SECTION 10.03.	Expenses; Indemnity; Damage Waiver	56
	SECTION 10.04.	Binding Power of the Credit Documents; Successors and Assigns	57
	SECTION 10.05.	Survival	59
	SECTION 10.06.	Counterparts; Effectiveness	59
	SECTION 10.07.	Severability	59
	SECTION 10.08.	Governing Law; Jurisdiction; Consent to Service of Process	60
	SECTION 10.09.	WAIVER OF JURY TRIAL	60
	SECTION 10.10.	Headings	60
	SECTION 10.11.	Limited Recourse; No Petition	61
	SECTION 10.12.	Confidentiality	62
	SECTION 10.13.	Entire Agreement	62


 




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EXHIBITS AND SCHEDULES:


 


Exhibit A-1 – Form of Approval Request


Exhibit A-2 – Form of Approval Notice


Exhibit A-3 – Form of Borrowing Request


Exhibit B – Investment Restrictions


Exhibit C – S&P Industry Classification


Exhibit D – Form of Manager Report


Exhibit E – Form of Manager’s Certificate (Manager
Report)

Exhibit F – Form of Collateral Agent Report


 


Schedule 1 – Conditions Precedent Documents


Schedule 2 – Warehouse Asset Schedule


Schedule 3 – Form of Assignment and Assumption Agreement

Schedule 4 – Diversity Score








     


     


    

 


CREDIT AGREEMENT, dated
as of July 20, 2018 (the “Warehouse Closing Date”) (as amended, modified or supplemented from time to time,
this “Agreement”), among GOLUB CAPITAL BDC 2010-1 LLC, a Delaware limited liability company (the “Borrower”),
MORGAN STANLEY BANK, N.A., as lender (in such capacity, the “Lender” and, together with its permitted successors
and assigns, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC. as administrative agent (in such capacity,
the “Administrative Agent”) and U.S. BANK NATIONAL ASSOCIATION,
as collateral agent for the Administrative Agent and the Lenders (in such capacity, the “Collateral Agent”).


 


RECITALS


 


A.           The
Borrower wishes to borrow funds from the Lenders from time to time to purchase certain loans and other investments;


 


B.           The
Borrower wishes to engage GC Advisors LLC (in such capacity, the “Warehouse Collateral Manager”) to perform
investment-related and administrative duties with respect to the Borrowings hereunder and the management of the Warehouse Assets;


 


C.           The
Warehouse Collateral Manager is willing to accept its appointment as Warehouse Collateral Manager of the Warehouse Assets on the
terms set forth in the Warehouse Collateral Management Agreement (as defined herein);


 


D.           The
Borrower intends to pledge the Warehouse Assets as collateral for certain securities (the “CLO Securities”)
to be issued by the Borrower in connection with a collateralized loan obligation transaction (the “CLO”);


 


E.           The
Warehouse Collateral Manager will act as collateral manager with respect to the CLO;


 


F.           The
Borrower wishes to pledge the Collateral to the Collateral Agent, on behalf of the Secured Parties, to secure the payment of the
Obligations pursuant to the Credit Documents; and


 


G.           The
Lenders are willing to make Advances to the Borrower on the terms and subject to the conditions set forth herein.


 


ARTICLE I



Definitions; General Terms


 


SECTION 1.01.         Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Adjusted
Borrowing Value” means, on any date of determination, for any Warehouse Asset, an amount equal to the lower of (a) the
outstanding principal amount of such Warehouse Asset at such time and (b) the Assigned Value of such Warehouse Asset at such
time, multiplied by the outstanding principal amount of such Warehouse Asset at such time. Notwithstanding the foregoing,
the Adjusted Borrowing Value of any Warehouse Asset that no longer satisfies the Eligibility Criteria at such time shall be zero.


 




     


     


    

 


“Administrative
Agent” has the meaning set forth in the preamble.


 


“Administrative
Agent Fee” has the meaning specified in the Administrative Agent Fee Letter.


 


“Administrative
Agent Fee Letter” means that certain fee letter agreement that shall be entered into between the Borrower and the Administrative
Agent in connection with the Transactions contemplated by this Agreement, as amended, modified, supplemented, restated or replaced
from time to time in accordance with the terms thereof.


 


“Advance Rate”
means, with respect to a Warehouse Asset, as determined on the applicable Cut-Off Date of such Warehouse Asset, the percentage
determined by the Administrative Agent in its sole discretion and communicated in writing (which may be via email) to the Borrower
and the Warehouse Collateral Manager at the time such Warehouse Asset is approved by the Administrative Agent, subject to a maximum
advance rate as set forth in the Advance Rate Matrix based on the applicable loan type of such Warehouse Asset, as set forth in
the Approval Notice for a Warehouse Asset.


 


“Advance Rate
Matrix” means the following matrix:


 


	Loan Type	 	Maximum Advance Rate
	Broadly Syndicated Loans	 	77.5%
	First Lien Loans	 	75%
	Recurring Revenue Loans	 	70%
	Unitranche Loans for which the Senior Leverage Ratio as of the Cut-Off Date is less than 5.00 : 1.00	 	70%
	Unitranche Loans for which the Senior Leverage Ratio as of the Cut-Off Date is greater than or equal to 5.00 : 1.00 and less than 5.50 : 1.00	 	67.5%
	Unitranche Loans for which the Senior Leverage Ratio as of the Cut-Off Date is greater than or equal to 5.50 : 1.00	 	65%
	Second Lien Loans	 	50%
	FLLO Loans	 	(first pay debt * applicable advance rate) – first out debt / last out debt


 


“Advances”
means the advances made by the Lenders to the Borrower pursuant to Article II.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 




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“Affiliate
Assignments” has the meaning set forth in Section 10.04(c).


 


“Aggregate
Adjusted Borrowing Value” means, as of any date of determination, (a) an amount equal to the sum of the Adjusted Borrowing
Values of all Warehouse Assets included as part of the Collateral on such date, after giving effect to all Warehouse Assets added
to and removed from the Collateral on such date minus (b) the Excess Concentration Amount.


 


“Aggregate
Traded Amount” means, as of any date of determination, an amount equal to the sum of (i) the aggregate amount applied
by the Borrower to the purchase of Warehouse Assets, (ii) the aggregate amount on deposit in the Reserve Account plus any amounts
withdrawn from the Reserve Account and applied in accordance with Section 2.03(b) and (iii) the aggregate amount necessary to settle
all commitments to purchase Warehouse Assets that the Borrower has entered into but have not yet settled.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Amendment”
has the meaning set forth in Section 6.01(h).


 


“Anti-Money
Laundering Laws” has the meaning assigned to that term in Section 4.01(p)(iii).


 


“Applicable
Law” means for any Person, all existing and future laws, rules, regulations, to the extent applicable to such Person
or its property or assets, all statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations
by any Governmental Authority applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders
of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.


 


“Approval
Notice” has the meaning set forth in Section 2.03(a).


 


“Approval
Request” has the meaning set forth in Section 2.03(a).


 


“Approved
Valuation Firm” means each of (a) Duff & Phelps, LLC, (b) Murray, Devine & Co., Inc. and (c) any other nationally
recognized accounting firm or valuation firm, in each case, approved by the Borrower and the Administrative Agent; provided
that, prior to the Closing Date, the Borrower and the Administrative Agent shall designate Murray, Devine & Co., Inc. as the
initial Approved Valuation Firm; provided, further, that, after the Closing Date, the Administrative Agent may, in
its sole discretion, remove Murray, Devine & Co., Inc. and designate a new Approved Valuation Firm from among the previously
agreed upon Approved Valuation Firms.


 


“Assigned
Value” means, as of any date of determination and expressed as a percentage of the outstanding principal amount of such
Warehouse Asset, the lowest of (a) the Purchase Price of such Warehouse Asset and (b) the Assigned Value assigned as
of the applicable Cut-Off Date by the Administrative Agent in its sole discretion. Following a Value Adjustment Event, the Assigned
Value for any Warehouse Asset shall be the value resulting from the application of the following terms:


 




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(i)          if
a Value Adjustment Event of the type described in clause (b), clause (c), clause (d) or clause (f)
(solely with respect to a Material Modification described in clause (a) or clause (e) of the definition
thereof) of the definition thereof with respect to such Warehouse Asset occurs, the Assigned Value of such Warehouse Asset shall
be the lesser of (a) the Assigned Value determined by the Administrative Agent in its sole discretion and (b) 40% of
the par amount of such Warehouse Asset;


 


(ii)         upon
the occurrence of a Value Adjustment Event (other than the type described in clause (b), clause (c), clause (d)
or clause (f) (solely with respect to a Material Modification described in clause (a) or clause (e)
of the definition thereof)), the then-current Assigned Value for such Warehouse Asset may be amended by the Administrative Agent
in its sole discretion (at any time and from time to time); provided that (a) if the Value Adjustment Event occurred
pursuant to clauses (a), (e) or (g) of the definition thereof, then the Assigned Value may no longer be adjusted by the Administrative
Agent once the condition that triggered such Value Adjustment Event no longer exists and (b) the Administrative Agent may
only continue to amend the Assigned Value for such Warehouse Asset if the credit quality of such Warehouse Asset has continued
to deteriorate (regardless of whether such deterioration is sufficient to trigger a Value Adjustment Event) in the reasonable determination
of the Administrative Agent; provided that, for the avoidance of doubt, the Administrative Agent may not amend any Assigned
Value solely due to a decline in the S&P/LSTA U.S. Leveraged Loan 100 Index, any successor index thereto or any comparable
nationally recognized U.S. leveraged loan index; and


 


(iii)        The
Assigned Value of any Warehouse Asset that no longer satisfies the Eligibility Criteria (after giving effect to the first proviso
set forth in the lead-in paragraph to Exhibit B) shall be zero;


 


provided that, the Borrower may
request that the Assigned Value or assigned Advance Rate be re-evaluated by the Administrative Agent for any Warehouse Asset; provided
that such Assigned Value may not increase above 100% of the Purchase Price of such Warehouse Asset; provided, further,
that following any reduction to the Assigned Value of a Warehouse Asset, if the Borrower disagrees with the Administrative Agent’s
determination of the Assigned Value of such Warehouse Asset, the Borrower may (at its expense) request a new valuation from an
Approved Valuation Firm chosen by the Administrative Agent to value such Warehouse Asset. If the value determined by such Approved
Valuation Firm is greater than the Administrative Agent’s determination of the Assigned Value, such Approved Valuation Firm’s
valuation shall become the Assigned Value of such Warehouse Asset until the occurrence (if any) of a subsequent Value Adjustment
Event.


 


The Administrative
Agent shall notify the Warehouse Collateral Manager of any change effected by the Administrative Agent of the Assigned Value of
any Warehouse Asset.


 


“Available
Amount” has the meaning set forth in the Security Agreement.


 




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“Available
Facility Amount” means, as of any date of determination, an amount equal to (i) the Maximum Commitment, minus (ii) the
aggregate outstanding principal amount of Advances outstanding hereunder.


 


“Bankruptcy
Code” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended from time
to time.


 


“Bankruptcy
Event" means an event that shall be deemed to have occurred with respect to a Person if either:


 


(a)          a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment
of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of
its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect,
for a period of thirty (30) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary
case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or


 


(b)          such
Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent
to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) for such Person or all or substantially all of its assets, or shall make any general assignment for the benefit of creditors,
or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar
entity, its board of directors or members shall vote to implement any of the foregoing.


 


“Bankruptcy
Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting
the rights of creditors generally.


 


“Bankruptcy
Proceeding” means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy
Event.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. §1010.230.


 


“Borrower”
has the meaning set forth in the preamble.


 


“Borrower
Tax Obligation” means all stamp, issuance taxes, or any other similar taxes arising on account of any payment made or
required to be made under any Credit Document or payable by reason of the execution, delivery or issuance of the Credit Documents
under any applicable ordinance or statute now existing or hereafter enacted.


 




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“Borrowing”
means Advances made on the same date.


 


“Borrowing
Base” means, as of any date of determination, an amount equal to the lowest of:


 


(a)          the
sum of the products of (x) the lower of (1) the Weighted Average Advance Rate for all Warehouse Assets as of such date
and (2) the Maximum Portfolio Advance Rate as of such date, multiplied by (y) the Aggregate Adjusted Borrowing
Value as of such date, plus (b) the amount on deposit as principal collections in the Custodial Account (or any subaccount
thereof) as of such date;


 


(b)          the
Aggregate Adjusted Borrowing Value as of such date, minus (b) the Minimum Equity Amount, plus (c) the amount
on deposit as principal collections in the Custodial Account (or any subaccount thereof) as of such date; or


 


(c)          the
Maximum Commitment.


 


“Borrowing
Base Certificate” means a certificate prepared by the Warehouse Collateral Manager setting forth the calculation of the
Borrowing Base as of the applicable date of determination, substantially in the form attached to Exhibit A-3 hereto.


 


“Borrowing
Base Deficiency” means, as of any date of determination, an amount equal to the positive difference, if any, of (a) the
Advances outstanding on such date over (b) the Borrowing Base.


 


“Borrowing
Request” has the meaning set forth in Section 2.03(c).


 


“Business
Day” means any day other than (a) a Saturday or a Sunday or (b) a day on which commercial banks are authorized
or required by law, regulation or executive order to close in New York, New York or, with respect to any act required
to be taken by the Collateral Agent, in the city in which the principal corporate trust office of the Collateral Agent is located
or, for any final payment of principal, in the relevant place of presentation.


 


“Cancellation
Date” means the date on which MS&Co. or the Warehouse Collateral Manager notifies the Borrower and the Administrative
Agent in writing that the Engagement Letter has terminated.


 


“Cash Interest
Coverage Ratio” means, with respect to any Warehouse Asset for any period, the meaning of “Interest Coverage Ratio”
or any comparable definition in the Underlying Instruments for such Warehouse Asset, and in the case that “Interest Coverage
Ratio” or such comparable definition is not defined in such Underlying Instruments, the ratio of (a) EBITDA for the applicable
test period, to (b) cash interest for the applicable test period, as calculated by the Warehouse Collateral Manager in accordance
with the Management Standard using information from and calculations consistent with the relevant compliance statements and financial
reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments.


 




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“CLO”
has the meaning set forth in the recitals.


 


“CLO Proceeds”
has the meaning set forth in the Security Agreement.


 


“CLO Securities”
has the meaning set forth in the recitals.


 


“Closing Date”
means the date of issuance by the Borrower of CLO Securities pursuant to the CLO documentation.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Collateral”
has the meaning set forth in the Security Agreement.


 


“Collateral
Agent” has the meaning set forth in the preamble.


 


“Collateral
Documents” means the Security Agreement, this Agreement, the Securities Account Control Agreement and any other document
executed and delivered by the Borrower Granting a Lien on any of its property to secure payment of the Obligations.


 


“Commitment”
means the commitment of the Lenders to make Advances in accordance with Section 2.01 hereof.


 


“Commitment
Termination Date” means the earliest to occur of (i) three (3) Business Days prior to the Closing Date, (ii) the
Cancellation Date, (iii) upon an Event of Default, the date on which the Administrative Agent, on behalf of the Lenders, terminates
the Commitment, whether expressly or automatically, pursuant to Section 8.02, and (iv) the last day of the Revolving
Period.


 


“Concentration
Denominator" means the greater of $430,000,000 and an amount equal to the sum of the Adjusted Borrowing Values of all
Warehouse Assets included as part of the Collateral on such date.


 


“Concentration
Limits” has the meaning set forth in Exhibit B hereto.


 


“Confidential
Information” has the meaning assigned to such term in Section 10.12.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Credit Documents”
means the Collateral Documents, the Administrative Agent Fee Letter and each certificate, agreement or document executed by the
Borrower, the Administrative Agent or the Lenders in connection with or pursuant to any of the foregoing.


 


“Custodial
Account” has the meaning set forth in the Security Agreement.


 




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“Cut-Off Date”
means, (a) with respect to each Warehouse Asset, the later of (i) the date such Warehouse Asset is committed to be acquired by
the Borrower and (ii) the Closing Date and (b) solely for purposes of determining the new Assigned Value or Advance Rate and the
definitions of Advance Rate Matrix, Material Modification, First Lien Loan, Value Adjustment Event in respect of an asset for which
the Borrower (or the Warehouse Collateral Manager on its behalf) has requested that the Administrative Agent reset the Advance
Rate or a new Assigned Value in connection with a Redetermination Request, the Reset Cut-Off Date.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Debt-to-Recurring-Revenue
Ratio” means, with respect to any Warehouse Asset for any period, the meaning of “Debt-to-Recurring Revenue Ratio”
or any comparable definition in the Underlying Instruments for each Warehouse Asset, and in any case that “Debt-to-Recurring
Revenue Ratio” or such comparable definition is not defined in such Underlying Instruments, the ratio of (a) indebtedness
of the related Obligor less Unrestricted Cash, to (b) Recurring Revenue, as calculated by the Warehouse Collateral Manager
in accordance with the Management Standard using information from and calculations consistent with the relevant compliance statements
and financial reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments;
provided that, in the event of a lack of any such information necessary to calculate the Debt-to-Recurring Revenue Ratio,
the Debt-to-Recurring Revenue Ratio shall be a ratio calculated by the Administrative Agent in its sole discretion after consultation
with the Warehouse Collateral Manager.


 


“Defaulted
Asset” means any Warehouse Asset as to which any one of the following events has occurred:


 


(a)          (i) an
Obligor payment default occurs under such Warehouse Asset that continues and has not been cured after giving effect to any grace
period applicable thereto or (ii) a default has occurred under the Underlying Instruments and any applicable grace period
has expired and the holders of such Warehouse Asset have accelerated the repayment of the Warehouse Asset (but only until such
acceleration has been rescinded) in the manner provided in the Underlying Instruments, but in no event more than five (5)
Business Days, after the applicable due date under the related Underlying Instruments;


 


(b)          a
Bankruptcy Event with respect to the related Obligor;


 


(c)          any
payment default occurs under any other senior or pari passu obligation for borrowed money of the related Obligor that continues
and has not been cured after giving effect to any grace period applicable thereto, but in no event more than five (5) Business
Days, after the applicable due date under the related agreement (including in respect of the acceleration of the debt under the
applicable agreement);


 


(d)          such
Warehouse Asset has (x) a rating by S&P of “CC” or below or “SD” or (y) a Fitch probability
of default rating (as published by Fitch) of “D” or “LD” or, in each case, had such ratings before they
were withdrawn by S&P or Fitch s, as applicable;


 




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(e)          a
Responsible Officer of the Warehouse Collateral Manager or the Borrower has actual knowledge that such Warehouse Asset is pari
passu or junior in right of payment as to the payment of principal and/or interest to another debt obligation of the same Obligor
which has (i) a rating by S&P of “CC” or below or “SD” or (ii) a Fitch probability of default
rating (as published by Fitch) of “D” or “LD,” and in each case such other debt obligation remains outstanding
(provided that both the Warehouse Asset and such other debt obligation are full recourse obligations of the applicable Obligor);


 


(f)           a
Responsible Officer of the Warehouse Collateral Manager or the Borrower has received written notice or has actual knowledge that
a default has occurred under the Underlying Instruments, any applicable grace period has expired (but only until such default is
cured or waived) in the manner provided in the Underlying Instruments; or


 


(g)          the
Warehouse Collateral Manager determines that all or a material portion of such Warehouse Asset is uncollectible or otherwise places
it on non-accrual status in accordance with the policies and procedures of the Warehouse Collateral Manager and the Management
Standard.


 


“Delayed Drawdown
Debt Obligation” means a Warehouse Asset that is fully committed on the initial funding date of such Warehouse Asset
and is required to be fully funded in one or more installments on draw dates, but which does not permit the re-borrowing of any
amounts previously repaid by the Obligor; provided, however, that any such obligation will be a Delayed Drawdown Debt Obligation
only to the extent of unfunded commitments and only until all commitments by the Borrower to make advances to the Obligor are fully
funded, expire or are terminated or reduced to zero.


 


“Deliver”
or “Delivered” means the taking of the following steps:


 


(i)          in
the case of Pledged Assets, by (a) causing the Securities Intermediary in accordance with the Securities Account Control Agreement
to continuously indicate by book entry that a Financial Asset, including a Pledged Asset, has been credited to the Custodial Account
or the Reserve Account, as applicable, and (b) causing the Securities Intermediary to agree pursuant to, and subject to the
limitations in, the Securities Account Control Agreement that it will comply with entitlement orders originated by the Collateral
Agent (at the direction of the Administrative Agent) with respect to each such Security Entitlement without further consent by
the Borrower or any other person;


 


(ii)         in
addition to the foregoing, (a) with respect to any Certificated Security (other than a Clearing Corporation security) or Instrument,
causing delivery thereof to the Securities Intermediary registered in the name of the Collateral Agent for the benefit of the Lenders
or endorsed to the Securities Intermediary in blank and causing the Securities Intermediary to retain continuous possession thereof,
(b) with respect to any Uncertificated Security (other than a Clearing Corporation security), causing such Uncertificated
Security to be continuously registered on the books of the issuer thereof to the Securities Intermediary, (c) in the case
of each Clearing Corporation security, causing the relevant Clearing Corporation to credit such security to the securities account
of the Securities Intermediary or its nominee, (d) in the case of a government security maintained in the book-entry records
of a Federal Reserve Bank, causing the creation of a Security Entitlement to such government security by credit of such government
security to the securities account of the Securities Intermediary or its nominee at such Federal Reserve Bank, and (e) in
the case of a Security Entitlement not covered by clauses (a) through (d) above or subsection (iii) below, causing
a securities intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging
to the Securities Intermediary and continuously indicating on its books and records that such Security Entitlement is credited
to the Securities Intermediary’s securities account.


 




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(iii)        in
the case of cash or money, by (a) causing the delivery of such cash or money to the Securities Intermediary, (b) causing
the Securities Intermediary to treat such cash or money as a Financial Asset maintained by the Securities Intermediary for credit
to the Custodial Account or the Reserve Account, as applicable, in accordance with the provisions of Article 8 of the UCC,
and (c) causing the Securities Intermediary to indicate continuously on its books and records that such cash or money is credited
to the Custodial Account or the Reserve Account, as applicable;


 


(iv)        in
the case of each General Intangible (including any participation interest in which neither the participation interest nor the debt
instrument is evidenced by an Instrument (as defined in Section 9-102(a)(47) of the UCC)), (a) to the extent required by the
underlying documents with respect to any applicable Warehouse Asset, notifying the obligor thereunder of the Grant to the Collateral
Agent and (b) causing the filing of, and maintaining and continuing the effectiveness of, a financing statement naming the
Borrower as debtor and the Collateral Agent as secured party and describing the Collateral (or a description of “all assets”
of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware;


 


(v)         in
the case of Pledged Assets consisting of money or Instruments (the “Possessory Collateral”) that do not constitute
a Financial Asset forming the basis of a Security Entitlement Delivered to the Collateral Agent pursuant to clauses (i) through (iii)
above, by causing (a) the Collateral Agent to acquire possession of such Possessory Collateral in the State of Wisconsin,
or (b) a person other than the Borrower or a securities intermediary (A)(I) to acquire possession of such Possessory
Collateral in the State of Wisconsin and (II) to then authenticate a record acknowledging that it holds possession of such
Possessory Collateral for benefit of the Collateral Agent or (B)(I) to authenticate a record acknowledging that it will take
possession of such Possessory Collateral for the benefit of the Collateral Agent, and (II) to then acquire possession of such
Possessory Collateral in the State of Wisconsin;


 


(vi)        in
the case of an Account, if any, which constitutes a “Securities Account” or “Deposit Account” under Article 9
of the UCC, causing the securities intermediary or the bank at which such Securities Account or Deposit Account is maintained to
continuously identify in its books and records the security interest of the Collateral Agent in such account and, except as may
be expressly provided herein to the contrary, establishing dominion (in the case of a Deposit Account) and control over such account
in favor of the Collateral Agent; and


 




    	 	-10-	 



     


    

 


(vii)       in
all cases, by filing or causing the filing of a financing statement with respect to such Collateral with the filing office of the
Secretary of State of Delaware and/or in any other applicable jurisdiction.


 


Capitalized terms used
in the foregoing definition and not otherwise defined shall have the respective meanings set forth in the UCC.


 


“Discretionary
Sale” has the meaning set forth in Section 2.13(a).


 


“Diversity
Score” means, as of any day, a single number that indicates collateral concentration in terms of both issuer and industry
concentration, calculated as set forth in Exhibit C hereto, as such Exhibit C may be updated at the option of the
Administrative Agent in its sole discretion.


 


“dollars”
or “$” refers to lawful money of the United States of America.


 


“EBITDA”
means, with respect to any period and any Warehouse Asset, the meaning of “EBITDA,” “Adjusted EBITDA” or
any comparable definition in the Underlying Instruments for such Warehouse Asset (together will all add-backs and exclusions as
designated in such Underlying Instruments), and in any case that “EBITDA,” “Adjusted EBITDA” or such comparable
definition is not defined in such Underlying Instruments, an amount, for the principal Obligor on such Warehouse Asset and any
of its parents or Subsidiaries that are obligated pursuant to the Underlying Instruments for such Warehouse Asset (determined on
a consolidated basis without duplication in accordance with GAAP) equal to net income from continuing operations for such period
plus (a) cash interest expense, (b) income taxes, (c) depreciation and amortization for such period (to the
extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including,
but not limited to, goodwill, financing fees and other capitalized costs), to the extent not otherwise included in clause (c)
above, other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, and (f) any other
item the Borrower and the Administrative Agent mutually deem to be appropriate.


 


“Effective
Date” has the meaning assigned to such term in Section 5.01.


 


“Eligibility
Criteria” has the meaning assigned to such term in Exhibit B hereto.


 


“Eligible
Investments” has the meaning assigned to such term in the Security Agreement.


 


“Engagement
Letter” means the Engagement Letter dated July 19, 2018, as may be amended from time to time, between MS&Co. and
the Warehouse Collateral Manager.


 


“Equity Investor”
means any Person that acquires membership interests in the Borrower.


 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Event of
Default” has the meaning assigned to such term in Section 8.01.


 




    	 	-11-	 



     


    

 


“Excess Concentration
Amount” means, as of any date of determination, with respect to all Warehouse Assets included in the Collateral, the
amount by which the sum of the Adjusted Borrowing Values of such Warehouse Assets on such date exceeds any applicable Concentration
Limits, to be calculated without duplication, after giving effect to any sales, purchases or substitutions of Warehouse Assets
as of such date; provided that with respect to any Warehouse Asset or portion thereof, if more than one Concentration Limit
would be exceeded, the Concentration Limit that would result in the highest Excess Concentration Amount shall be used to determine
the Excess Concentration Amount.


 


“Excluded
Taxes” means (A) Taxes imposed on net income or franchise Taxes (imposed in lieu of net income taxes) imposed as
a result of a present or former connection with the jurisdiction of the Governmental Authority imposing such Tax or any political
subdivision or taxing authority thereof or therein (other than any such connection arising solely from a Lender’s having
executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document),
(B) branch profits taxes that are imposed by any jurisdiction described in clause (A) above, (C) any taxes that
are attributable to a Lender’s failure to comply with the requirements of Section 2.12(c), (e) or (f)
(D) any U.S. withholding taxes imposed on amounts payable to a Lender pursuant to a law in effect on the date on which
such Lender becomes a party to this Agreement except to the extent, pursuant to Section 2.12, such additional amounts were
payable to such Lender’s assignor immediately before such Lender became a party hereto, or (E) Taxes imposed pursuant
to FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, any final current or future regulations or official interpretations thereof,
any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with either the implementation
of such sections of the Code or analogous provisions of non-U.S. law, but in all cases only to the extent substantially comparable
and not materially more onerous to comply with than FATCA as of the Warehouse Closing Date.


 


“Financial
Asset” has the meaning set forth in Section 8-102(a)(9) of the UCC.


 


“Fitch”
means Fitch Ratings, Inc., Fitch Ratings Ltd. and their subsidiaries, including Derivative Fitch Inc. and Derivative Fitch Ltd.
and any successor thereto.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 




    	 	-12-	 



     


    

 


“Grant”
means to grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and
grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Pledged Assets or of any
other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder,
including the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect
of such collateral, and all other monies payable thereunder, to give and receive notices and other communications, to make waivers
or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and
generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect
thereto.


 


“Indemnitee”
has the meaning assigned to such term in Section 10.03(b).


 


“Independent
Manager” means a natural person who, (a) for the five (5)-year period prior to his or her appointment as Independent
Manager, has not been, and during the continuation of his or her service as Independent Manager is not: (i) an employee, director,
stockholder, member, manager, partner or officer of the Borrower or any of its respective Affiliates (other than his or her service
as an Independent Manager of the Borrower or other Affiliates that are structured to be “bankruptcy remote”); (ii) a
customer or supplier of the Borrower or any of its Affiliates (other than his or her service as an Independent Manager of the Borrower
or other Affiliates that are structured to be “bankruptcy remote”); or (iii) any member of the immediate family
of a person described in (i) or (ii), and (b) has (i) prior experience as an Independent Manager for a corporation
or limited liability company whose charter documents required the unanimous consent of all Independent Managers thereof before
such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against
it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least
five (5) years of employment experience with one or more entities that provide, in the ordinary course of their respective
businesses, advisory, management or placement services to issuers of secured or securitized structured finance instruments, agreements
or securities.


 


“Interest
Payment Date” means (i) the Maturity Date and (ii) each quarterly anniversary of the Warehouse Closing Date;
provided, that, if any Interest Payment Date (other than the Maturity Date) is not a Business Day, such Interest Payment
Date shall be the immediately succeeding Business Day.


 


“Interest
Proceeds” has the meaning set forth in the Security Agreement.


 


“Investment
Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.


 


“Lender”
and “Lenders” have the meanings set forth in the preamble.


 




    	 	-13-	 



     


    

 


“LIBO Rate”
means, with respect to any Advance for any day, the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page,
or any successor to or substitute for such page, providing rate quotations comparable to those currently provided on such page,
as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on such day (or, if such day is
not a Business Day, on the immediately preceding Business Day), as the rate for dollar deposits with a maturity of one month. In
the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to
such Advance shall be the rate at which dollar deposits of $5,000,000 and for a one month maturity are offered by the principal
London office of the Administrative Agent or the principal London office of any bank reasonably selected by the Administrative
Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the applicable
day (or, if such day is not a Business Day, on the immediately preceding Business Day); provided that, in all cases, if
the LIBO Rate is less than zero percent then the LIBO Rate shall be deemed to equal zero percent. For the avoidance of doubt, the
LIBO Rate shall always be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, assignment, deposit
arrangement, lien (statutory or other), charge or security interest in, on or of such asset, or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale agreement,
capital lease or other title retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset); and (b) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.


 


“Liquidate”
means sell, assign, settle, terminate or otherwise dispose of.


 


“Losses”
has the meaning set forth in Section 10.03(b).


 


“Management
Standard” means, with respect to any Warehouse Assets included in the Collateral, to service and administer such Warehouse
Assets in accordance with Applicable Law, the terms of this Agreement, the Underlying Instruments and, to the extent consistent
with the foregoing, with the same care, skill, prudence and diligence with which the Warehouse Collateral Manager services and
administers loans for its own account or for the account of others.


 


“Manager Cancellation
Date” means a Cancellation Date that occurs as a result of (i) a material breach of the Warehouse Collateral Manager’s
obligations under the Engagement Letter or (ii) the gross negligence, bad faith or willful misconduct of the Warehouse Collateral
Manager, in each case, so long as a Morgan Stanley Event (as defined in the Engagement Letter) has not occurred on such date.


 


“Margin Stock”
means "margin stock" as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Material
Adverse Effect” means any material adverse effect on (i) the business, financial position, results of operations,
properties or assets of the Borrower or the Warehouse Collateral Manager, taken as a whole; (ii) the ability of the Borrower,
the Warehouse Collateral Manager or any Equity Investor to consummate the CLO on the Closing Date; (iii) the ability of the
Borrower, the Warehouse Collateral Manager or any Equity Investor to perform any of its obligations under any Credit Document to
which it is a party or otherwise bound; (iv) the ability of MS&Co. and its Affiliates to market the CLO Securities or
(v) the rights and remedies of the Administrative Agent, the Lenders or the Collateral Agent under, or the validity or enforceability
of, any Credit Document, in each case of clauses (i)-(v), as determined in good faith in a reasonable manner by the Administrative
Agent.


 




    	 	-14-	 



     


    

 


“Material
Modification” means any amendment or waiver of, or modification or supplement with respect to, an Underlying Instrument
governing a Warehouse Asset executed or effected on or after the Cut-Off Date for such Warehouse Asset (or, in the case of clause (d)
below, a change to any other indebtedness of the Obligor, as applicable) that is not consented to by the Administrative Agent in
writing which:


 


(a)          reduces
or forgives any or all of the principal amount due under such Warehouse Asset;


 


(b)          extends
or delays the stated maturity date for such Warehouse Asset by more than three (3) calendar months, including a Maturity Amendment;


 


(c)          waives
one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount
of such Warehouse Asset (other than any deferral or capitalization already allowed by the terms of the Underlying Instruments of
any Warehouse Asset that is a PIK Loan as of the Cut-Off Date) or reduces the amount of interest due;


 


(d)          (i) contractually
or structurally subordinates such Warehouse Asset by operation of a priority of payments, turnover provisions, the transfer of
assets in order to limit recourse to the related Obligor or the granting of Liens on any Related Collateral, (ii) increases
the commitment amount of any loan senior or pari passu with such Warehouse Asset other than in connection with any increase
permitted by the related Underlying Instruments as of the related Cut-Off Date or (ii) the Obligor thereof incurs any additional
indebtedness under a separate loan facility which was not in place as of the Cut-Off Date which is senior to or pari passu
with such Warehouse Asset;


 


(e)          substitutes,
alters or releases any material portion of the Related Collateral securing such Warehouse Asset (excluding a release in connection
with a payoff of all or a portion of such Warehouse Asset) and any such substitution, alteration or release, as determined in the
sole discretion of the Administrative Agent, materially and adversely affects the value of such Warehouse Asset; or


 


(f)           amends,
waives, forbears, supplements or otherwise modifies (i) the meaning of “Senior Leverage Ratio,” “Cash Interest
Coverage Ratio,” “Total Leverage Ratio,” “EBITDA,” “Permitted Liens”, “Recurring
Revenue”, “Debt-to-Recurring-Revenue Ratio” or any respective comparable definitions in the Underlying Instruments
for such Warehouse Asset (to the extent such financial covenants or definitions are included in the Underlying Instruments), (ii) any
term or provision of such Underlying Instruments referenced in or utilized in the calculation of the “Senior Leverage Ratio,”
“Cash Interest Coverage Ratio,” “Total Leverage Ratio,” “EBITDA,” “Permitted Liens”,
“Recurring Revenue”, “Debt-to-Recurring-Revenue Ratio” or any respective comparable definitions for such
Warehouse Asset, or (iii) any term or provision referenced in or utilized in the calculation of any financial covenant or
any of the required maintenance levels of any financial covenant in the Underlying Instrument for such Warehouse Asset, in the
case of either clause (i), (ii) or (iii) above, in a manner that, in the sole discretion of the
Administrative Agent, is materially adverse to the Administrative Agent, any Lender or the value of such Warehouse Asset.


 




    	 	-15-	 



     


    

 


“Maturity
Amendment” means, any amendment to the Underlying Instruments of any Warehouse Asset which delays or extends the maturity
date or any principal payment date for such Warehouse Asset.


 


“Maturity
Date” means the first date on which any of the following shall occur: (i) the Closing Date; (ii) any Manager
Cancellation Date; (iii) upon an Event of Default, the date on which all outstanding Advances are declared by the Administrative
Agent to be due and payable, and (iv) the Scheduled Maturity Date.


 


“Maximum Commitment”
means $300,000,000.


 


“Maximum Portfolio
Advance Rate” means, as of any date of determination, the advance rate corresponding to the Diversity Score of the Warehouse
Assets included in the Collateral as of such date, as set forth below:


 


	Diversity Score (x)	 	Maximum Portfolio Advance Rate
	x ≤ 5.0	 	25%
	5.0 < x ≤ 7.5	 	35%
	7.5 < x ≤ 10.0	 	40%
	10.0 < x ≤ 15.0	 	50%
	x > 15.0	 	Weighted Average Advance Rate


 


“Minimum Equity
Amount” means $45,000,000.


 


“MS&Co.”
means Morgan Stanley & Co. LLC.


 


“Obligations”
means (i) all of the Borrower’s obligations to the Administrative Agent, the Collateral Agent, the Securities Intermediary
and the Lenders arising under the Credit Documents, including, without limitation, the Advances, the Administrative Agent Fee and
all other amounts, obligations, covenants and duties owing by the Borrower to the Administrative Agent, the Collateral Agent, the
Securities Intermediary and the Lenders, of every type and description (whether by reason of an extension of credit, loan, guaranty,
indemnification, interest rate hedging transaction or otherwise), present or future, direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty
or other instrument or for the payment of money, interest, charges, expenses, attorneys’ fees and disbursements, and other
sums chargeable to the Borrower under the Credit Documents and (ii) the Borrower’s obligations to pay the Startup Expenses
and any other amounts payable to MS&Co. as described under the Engagement Letter and agreed to by the Borrower in definitive
documentation relating to the CLO.


 


“Obligor”
means, with respect to a Warehouse Asset, the Person who is obligated to repay such Warehouse Asset (including, if applicable,
a guarantor thereof), and whose assets are primarily relied upon by the Borrower at the time such Warehouse Asset was originated
or purchased by the Borrower as the source of repayment of such Warehouse Asset.


 




    	 	-16-	 



     


    

 


“Obligor Information”
means, with respect to any Obligor, (a) the legal name and tax identification number of such Obligor, (b) the jurisdiction
in which such Obligor is domiciled, (c) the audited financial statements for such Obligor for the three prior fiscal years
(or such shorter period of time that the Obligor has been in existence), (d) the Warehouse Collateral Manager’s internal
credit memo with respect to the Obligor and the related Warehouse Asset, including explanation of any EBITDA adjustments and detailed
projections of free cash flow through maturity, (e) any lender presentations and confidential information memorandum received
by the Warehouse Collateral Manager, (f) the annual report for the most recent fiscal year of such Obligor, (g) a company
forecast for such Obligor including plans related to capital expenditures, (h) the financials for the most recent fiscal quarter,
(i) the business model, company strategy and names of known peers of such Obligor, (j) the shareholding pattern and details
of the management team of such Obligor, (k) details of any banking facilities and the debt maturity schedule of such Obligor
and (l) Underlying Instruments.


 


“OFAC”
means the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


“Participant”
has the meaning set forth in Section 10.04(d).


 


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, P.L. 107-56 (signed into law October 26, 2001).


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).


 


“Permitted
Liens” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced: (a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable
or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to
which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen's,
warehousemen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens, arising by operation of law in
the ordinary course of business for sums that are not overdue or are being contested in good faith and (c) Liens granted pursuant
to or by the Credit Documents.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Pledged Assets”
means (i) the Warehouse Assets, (ii) the Eligible Investments and (iii) all the other assets of the Borrower (except
the Excepted Assets) including, without limitation, all accounts, payment intangibles, general intangibles, chattel paper, electronic
chattel paper, instruments, deposit accounts, letter-of-credit rights and investment property owned by the Borrower (in each case,
whether now owned or existing, or hereafter acquired or arising).


 




    	 	-17-	 



     


    

 


“Politically
Exposed Person” means a natural person currently or formerly entrusted with a senior public role or function (e.g., a
senior official in the executive, legislative, military, administrative, or judicial branches of government), an immediate family
member of a prominent public figure, a known close associate of a prominent public figure, or any corporation, business or other
entity that has been formed by, or for the benefit of, a prominent public figure. Immediate family members include family within
one-degree of separation of the prominent public figure (e.g., spouse, parent, sibling, child, step-child, or in-law). Known close
associates include those widely- and publicly-known close business colleagues and personal advisors to the prominent public figure,
in particular financial advisors or persons acting in a fiduciary capacity.


 


“Prepayment
Date” has the meaning set forth in Section 2.07(a).


 


“Pricing Date”
means the date on which the CLO Securities are priced by MS&Co.


 


“Proceeds”
is used as defined in Article 9 of the UCC, which includes without limitation all principal, interest and other payments
and distributions of cash or other property with respect to the Collateral (including, without limitation, payments at maturity
or upon redemption and any interest with respect to the collateral), and all rights, privileges and other securities of every kind
distributed with respect thereto or in exchange or substitution therefor, upon conversion or otherwise.


 


“Purchase
Price” means, with respect to (i) each Warehouse Asset originated by an Affiliate of the Borrower (including Loans originated
by the Borrower) within two (2) months of its contribution to or acquisition by the Borrower, (a) if the origination price was
greater than or equal to 97% of par, the par amount thereof and (b) otherwise, the origination price and (ii) for all other Warehouse
Assets, an amount (expressed as a percentage of par) equal to the greater of (a) zero and (b) the actual price paid by
the Borrower for such Warehouse Asset; provided that, if the actual price paid by the Borrower for such Warehouse Asset
exceeds 100% of par, the Purchase Price shall be deemed to be 100%.


 


“Recurring
Revenue” means, with respect to any Warehouse Assets that are Recurring Revenue Loans, the definition of annualized recurring
revenue used in the Underlying Instruments for each such Warehouse Asset, or any comparable term for “Revenue”, “Recurring
Revenue” or “Adjusted Revenue” in the Underlying Instruments for each such Warehouse Asset or if there is no
such definition in the Underlying Instruments, all recurring maintenance, service, support, hosting, subscription and other revenues
identified by the Warehouse Collateral Manager (including, without limitation, software as a service subscription revenue), of
the related Obligor and any of its parents or Subsidiaries that are obligated with respect to such Warehouse Asset pursuant to
its Underlying Instruments (determined on a consolidated basis without duplication in accordance with GAAP).


 


“Recurring
Revenue Loan” means a Warehouse Asset that is underwritten based on the Recurring Revenue of the Obligor, as determined
by the Administrative Agent in its sole discretion after consultation with the Warehouse Collateral Manager and designated as such
in the related Approval Notice.


 




    	 	-18-	 



     


    

 


“Redetermination
Request” means a request of the Borrower (or the Warehouse Collateral Manager on its behalf) to the Administrative Agent
for the Administrative Agent to determinate a new Reset Cut-Off Date for a Warehouse Asset following a Redetermination Event.


 


“Redetermination
Event” means an event identified as such by the Borrower (or the Warehouse Collateral Manager on its behalf on a Redetermination
Request).


 


“Register”
has the meaning set forth in Section 10.04(c).


 


“Related Collateral”
means, with respect to a Warehouse Asset, any property or other assets designated and pledged or mortgaged as collateral to secure
repayment of such Warehouse Asset, as applicable, including, mortgaged property and/or a pledge of the stock, membership or other
ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.


 


“Related Companies”
means the Warehouse Collateral Manager, its manager, its parent company and any other Affiliates of the Warehouse Collateral Manager
that provide material investment-related services or personnel to the Warehouse Collateral Manager.


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person’s Affiliates.


 


“Release Date”
has the meaning set forth in Section 2.14(b).


 


“Reporting
Date” means the date that is two (2) Business Days prior to the 15th day of each calendar month.


 


“Reserve Account”
has the meaning set forth in the Security Agreement.


 


“Reset Cut-Off
Date” means the date following the submission of a Redetermination Request on which the Administrative Agent assigns
a new Assigned Value or resets the Advance Rate in connection with a Warehouse Asset.


 


“Responsible
Officer” means, with respect to any Person, any duly authorized officer of such Person with direct responsibility for
the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such Person
to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.


 


“Revolving
Period” means the period from and including the Warehouse Closing Date to and including January 18, 2019.


 


“Rule 17g-5”
means Securities and Exchange Commission Rule 17g-5 under the U.S. Securities Exchange Act of 1934, as amended.


 




    	 	-19-	 



     


    

 


“Sanctions”
means economic and trade sanctions administered or enforced by any of the following authorities: OFAC, the U.S. Department of State,
the European Union, Her Majesty's Treasury (United Kingdom) or the United Nations Security Council.


 


“S&P”
means Standard & Poor’s Ratings Group, a Standard & Poor's Financial Services LLC business (or its successors in
interest).


 


“S&P Industry
Classification” means any of the industry categories set forth in Exhibit C hereto, including any modifications
that may be made thereto or additional categories that may be subsequently established by S&P; provided that the Administrative
Agent has provided its prior written consent to any such modification or additional category.


 


“Scheduled
Maturity Date” means March 20, 2019.


 


“Secured Parties”
means the Lenders, the Administrative Agent, the Collateral Agent and the Securities Intermediary.


 


“Securities
Account Control Agreement” means the Securities Account Control Agreement dated July 20, 2018 entered into by and among
the Borrower, the Collateral Agent and the Securities Intermediary.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Securities
Intermediary” means U.S. Bank National Association in its capacity as securities intermediary under the Securities Account
Control Agreement, or any successor thereof.


 


“Security
Agreement” means the Security Agreement dated July 20, 2018 entered into by and among the Administrative Agent, the Borrower
and the Collateral Agent.


 


“Security
Entitlement” has the meaning set forth in Section 8-102(17) of the UCC.


 


“Senior Leverage
Ratio” means, with respect to any Warehouse Asset or any portion of any Warehouse Asset, as applicable, for any period,
the meaning of “Senior Leverage Ratio” or any comparable definition relating to first lien senior secured (or such
applicable lien or applicable level within the capital structure) indebtedness in the Underlying Instruments for each such Warehouse
Asset, and in any case that “Senior Leverage Ratio” or such comparable definition is not defined in such Underlying
Instruments, the ratio of (a) first lien senior secured (or such applicable lien or applicable level within the capital structure)
indebtedness (including FLLO Loans) less Unrestricted Cash, in each case, as of the applicable test date, to (b) EBITDA, for
the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date, or if the Obligor of such
Warehouse Asset was organized or formed within the previous year, another applicable test period as determined by the Administrative
Agent in its sole discretion, as calculated by the Warehouse Collateral Manager in accordance with the Management Standard using
information from and calculations consistent with the relevant compliance statements and financial reporting packages provided
by the relevant Obligor as per the requirements of the related Underlying Instruments.


 




    	 	-20-	 



     


    

 


“Startup Expenses”
means the Borrower’s startup expenses, including but not limited to fees and expenses relating to the Borrower’s counsel,
the Warehouse Collateral Manager’s counsel, the Administrative Agent’s counsel, MS&Co.’s counsel, the Collateral
Agent’s and Securities Intermediary’s counsel (such fees not to exceed $110,000 in the aggregate), the Borrower’s
accountants, rating agencies, printers, road shows (if any), custodians, trustees, listing, issuing and paying agents, the reasonable
out-of-pocket expenses of the Administrative Agent, the Lenders and MS&Co. and the Collateral Agent (including travel related
expenses to the extent such expenses are incurred in connection with the marketing of the CLO), assignment and other fees incurred
by the Borrower in connection with the acquisition or disposition of any Warehouse Asset, the Warehouse Collateral Manager’s
reasonable out-of-pocket expenses, and other reasonable expenses of the Borrower; provided that the Startup Expenses shall not
exceed $1,000,000 without the consent of the Warehouse Collateral Manager.


 


“Subsidiary”
means with respect to a Person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person.


 


“Substitute
Warehouse Asset” means each Warehouse Asset Granted by the Borrower to the Collateral Agent, pursuant to Section 2.14(a)(ii).


 


“Tax Benefits”
has the meaning set forth in Section 10.03(f).


 


“Tax Costs”
has the meaning set forth in Section 10.03(f).


 


“Taxes”
has the meaning set forth in Section 2.12(a).


 


“Total Borrower
Capitalization” means, on any date of determination, the sum of (a) the Aggregate Adjusted Borrowing Value plus
(b) the aggregate amount of principal deposits in the Custodial Account.


 


“Total Leverage
Ratio” means, with respect to any Warehouse Asset for any period, the meaning of “Total Leverage Ratio” or
any comparable definition in the Underlying Instruments for each Warehouse Asset, and in any case that “Total Leverage Ratio”
or such comparable definition is not defined in such Underlying Instruments, the ratio of (a) indebtedness less Unrestricted
Cash, in each case, as of the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date,
or if the Obligor of such Warehouse Asset was organized or formed within the previous year, another applicable test period as determined
by the Administrative Agent in its sole discretion, to (b) EBITDA, for the period of four (4) consecutive fiscal quarters
most recently ended on or prior to such date, or if the Obligor of such Warehouse Asset was organized or formed within the previous
year, another applicable test period as determined by the Administrative Agent in its sole discretion, as calculated by the Warehouse
Collateral Manager in accordance with the Management Standard using information from and calculations consistent with the relevant
compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related
Underlying Instruments; provided that “seller notes”, or similar contingent earn-out payments not included in
the loan-level compliance certificates’ total leverage calculations, for any facility shall be excluded from the calculation
of the Total Leverage Ratio.


 




    	 	-21-	 



     


    

 


“Transactions”
means the execution, delivery and performance by the Borrower of the Credit Documents, the borrowing of Advances, the acquisition
and Liquidation of Warehouse Assets and the use of the proceeds thereof as provided hereunder.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“Underlying
Instruments” means the loan agreement, credit agreement or other agreement pursuant to which a Warehouse Asset has been
issued or created and each other agreement that governs the terms of or secures the obligations represented by such Warehouse Asset
or of which the holders of such Warehouse Asset are the beneficiaries.


 


“Unrestricted
Cash” means, (a) with respect to any Warehouse Asset, the meaning of “Unrestricted Cash” or any comparable
definition in the Underlying Instruments for the applicable Warehouse Asset and (b) in any case that “Unrestricted Cash”
or such comparable definition is not defined in such Underlying Instruments or otherwise as applicable in this Agreement, cash
and cash equivalents of the applicable Person available for use for general corporate purposes and not held in any reserve account
or legally or contractually restricted for any particular purposes or uses.


 


“Value Adjustment
Event” means, with respect to any Warehouse Asset, the occurrence of any one or more of the following events after the
related Cut-Off Date:


 


(a)          (i) the
Cash Interest Coverage Ratio with respect to such Warehouse Asset (other than in the case of a Recurring Revenue Loan) on any date
reported under the Underlying Instrument decreases by more than 20.0% from the Cash Interest Coverage Ratio as calculated on the
applicable Cut-Off Date, (ii) the Total Leverage Ratio with respect to such Warehouse Asset (other than in the case of a Recurring
Revenue Loan) on any date reported under the Underlying Instrument increases by more than 20.0% from the same Total Leverage Ratio
as calculated on the applicable Cut-Off Date, or (iii) in the case of any Recurring Revenue Loan, the Debt-to-Recurring-Revenue
Ratio with respect to such Warehouse Asset on any date reported under the Underlying Instrument increases by more than 20.0% from
the Debt-to-Recurring-Revenue Ratio calculated on the applicable Cut-Off Date;


 


(b)          an
Obligor payment default occurs under such Warehouse Asset that continues and has not been cured after giving effect to any grace
period applicable thereto;


 


(c)          any
default occurs under any other senior or pari passu obligation for borrowed money of the related Obligor;


 


(d)          a
Bankruptcy Event with respect to the related Obligor (after giving effect to any applicable grace or cure period thereunder);


 




    	 	-22-	 



     


    

 


(e)          the
related Obligor fails to deliver to the Borrower or the Warehouse Collateral Manager any financial reporting information (i) as
required by the Underlying Instruments of such Warehouse Asset (after giving effect to any applicable grace or cure period thereunder)
and (ii) with a frequency of at least quarterly, but which shall in no case exceed forty-five (45) days after the end
of each quarter and one hundred and twenty (120) days after the end of each fiscal year (unless waived or otherwise agreed
to by the Administrative Agent in its sole discretion in writing);


 


(f)           the
occurrence of a Material Modification with respect to such Warehouse Asset;


 


(g)          with
respect to any Recurring Revenue Loan, the related Obligor’s Recurring Revenue is less than the minimum covenant, if any,
specified in the Underlying Instrument; or


 


(h)          the
Warehouse Collateral Manager determines that all or a material portion of such Warehouse Asset is uncollectible or otherwise places
it on non-accrual status in accordance with the policies and procedures of the Warehouse Collateral Manager and the Management
Standard.


 


“Warehouse
Asset” means any loan owned by the Borrower as of such date of determination or for which the Borrower has entered into
a commitment to purchase.


 


“Warehouse
Asset Schedule” means the Warehouse Asset Schedule identifying the Warehouse Assets delivered by the Borrower or Warehouse
Collateral Manager to the Collateral Agent and the Administrative Agent. Each such schedule shall set forth the applicable information
specified on Schedule 2, which shall also be provided to the Collateral Agent in electronic format acceptable to the Collateral
Agent.


 


“Warehouse
Closing Date” has the meaning set forth in the preamble.


 


“Warehouse
Collateral Management Agreement” means that certain Warehouse Collateral Management Agreement, dated as of July 20, 2018,
by and between the Borrower and the Warehouse Collateral Manager, without regard to any amendments or supplements thereto to which
the Administrative Agent has not consented in writing.


 


“Warehouse
Collateral Manager” has the meaning set forth in the recitals.


 


“Warranty
Breach Event” means, as to any Warehouse Asset, (a) the discovery that, as of the related Cut-Off Date, such Warehouse
Asset did not satisfy the Eligibility Criteria or there otherwise existed a breach of any representation or warranty in Section
4.01 relating to such Warehouse Asset or (b) the Borrower fails to satisfy Section 5.02 with respect to such Warehouse
Asset.


 


“Warranty
Breach Warehouse Asset” means any Warehouse Asset with respect to which a Warranty Breach Event has occurred.


 


“Weighted
Average Advance Rate” means, as of any date of determination with respect to all Warehouse Assets included in the Aggregate
Adjusted Borrowing Value, the number obtained by (a) summing the products obtained by multiplying (i) the Advance Rate of
each Warehouse Asset by (ii) such Warehouse Asset’s contribution to the Aggregate Adjusted Borrowing Value and dividing
(b) such sum by the Aggregate Adjusted Borrowing Value.


 




    	 	-23-	 



     


    

 


SECTION 1.02.         UCC
Definitions. Unless otherwise defined herein or the context otherwise requires, terms defined in the UCC are used in
this Agreement as defined therein.


 


SECTION 1.03.         Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall
be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.


 


SECTION 1.04.         Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time.


 


SECTION 1.05.         Reporting.


 


(a)          Manager
Report. On the Reporting Date, the Warehouse Collateral Manager will provide to the Borrower, each Lender, the Administrative
Agent and the Collateral Agent, a monthly statement including (i) a Borrowing Base Certificate, (ii) a Warehouse Asset
Schedule, (iii) a list of Warehouse Assets acquired, sold, substituted or released, (iv) the then-current calculation of each
Concentration Limit and whether such Concentration Limit is passing or failing, (v) the percentage of Warehouse Assets with a rating
derived from a Fitch rating and (vi) the then current calculation of the Diversity Score in respect of the Warehouse Assets (such
monthly statement, a “Manager Report”), with respect to the last calendar day of the previous calendar month
in the case of clauses (i) through (iii), signed by a Responsible Officer of the Warehouse Collateral Manager
and the Borrower and substantially in the form of Exhibit D.


 


(b)          Warehouse
Collateral Manager’s Certificate. Together with each Manager Report, the Warehouse Collateral Manager shall submit to
the Administrative Agent, each Lender and the Collateral Agent a certificate substantially in the form of Exhibit E
(a “Manager’s Certificate”), signed by a Responsible Officer of the Warehouse Collateral Manager, which
shall include a certification by such Responsible Officer that no Event of Default or Default has occurred.


 




    	 	-24-	 



     


    

 


(c)          On
each Business Day prior to the Maturity Date, the Collateral Agent shall deliver (including via e-mail) to the Warehouse Collateral
Manager and the Administrative Agent a written report (calculated as of the close of business on the prior Business Day) containing
the following information, together with such additional information reasonably requested by the Warehouse Collateral Manager or
the Administrative Agent in writing (including via e-mail):


 


(i)          the
amounts on deposit in the Custodial Account and the Reserve Account;


 


(ii)         the
amount of any withdrawal from the Reserve Account since the last such report;


 


(iii)        the
amount of all payments in respect of principal and interest, commitment fees and any other fees or other amounts received by the
Borrower in respect of any Pledged Asset since the last such report;


 


(iv)        the
aggregate outstanding principal amount of the Advances and the Available Facility Amount;


 


(v)         the
amounts distributed pursuant to Sections 6.1 and 6.3 of the Security Agreement; and


 


(vi)        the
settlement date of each Warehouse Asset;


 


provided, however, that if
any of the foregoing information is not reasonably available as of the date of such report, such information may be omitted on
such report; provided, further, that the Collateral Agent shall provide such information to the Warehouse Collateral
Manager and the Administrative Agent promptly after such information becomes reasonably available to it.


 


(d)          In
preparing the reports set forth in clause (c) above and Section 9.02(i), the Collateral Agent shall be entitled to
conclusively rely on information it receives from the Warehouse Collateral Manager, including information contained in the reports
set forth in clause (a) above, absent manifest error. In no event shall the Collateral Agent be liable for indirect, punitive,
special or consequential damages or loss of any kind whatsoever (including by not limited to lost profits), even if the Collateral
Agent has been advised of such loss or damage (and regardless of the form of action). Nothing herein shall obligate the Collateral
Agent to determine (a) if a Warehouse Asset meets the criteria specified herein, (b) if the conditions for the purchase of a Warehouse
Asset or the requirements specified in the definition of “Deliver” have been complied with, (c) the type or classification
of any Warehouse Asset, or (d) the classification or Domicile of an obligor, any such determination in each case being based exclusively
upon notification it receives from the Warehouse Collateral Manager.


 




    	 	-25-	 



     


    

 


(e)          The
Warehouse Collateral Manager shall reasonably cooperate with the Collateral Agent in connection with the preparation by the Collateral
Agent of the reports, calculations and other items set forth in clause (c) above and Section 9.02. Without limiting the
generality of the foregoing, the Warehouse Collateral Manager shall supply in a timely fashion any information maintained by it
that the Collateral Agent may from time to time reasonably request with respect to the Warehouse Assets and reasonably need to
complete the reports required to be prepared by the Collateral Agent hereunder or otherwise required to permit the Collateral Agent
to perform its obligations hereunder, including without limitation (a) the market value of any Warehouse Asset to the extent required
hereunder and any other information that may be reasonably required with respect to, or as to the designation of, a Warehouse Asset
and (b) if the condition for the purchase of a Warehouse Asset or the requirements specified in the definition of “Deliver”
have been complied with. Further, nothing herein shall impose or imply a duty or obligation on the part of the Collateral Agent
to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any obligor
of the Warehouse Assets is in default or in compliance with the underlying instruments governing or securing such assets. The Warehouse
Collateral Manager shall review and verify the contents of the aforesaid reports, instructions, statements and certificates in
a manner consistent with the standard of performance applicable to the Warehouse Collateral Manager under the Warehouse Collateral
Management Agreement. For the avoidance of doubt, the foregoing sentence shall not be interpreted to impose upon the Warehouse
Collateral Manager any duties or obligations other than those expressly set forth in the Warehouse Collateral Management Agreement.


 


(f)           Borrowing
Base Certificate. On the Business Day immediately following each date that the Assigned Value of a Warehouse Asset is changed,
the Warehouse Closing Date, the date of any Advance, the date of any Discretionary Sale, the date that the Borrower or any of its
Affiliates obtains knowledge of a Value Adjustment Event that causes an Assigned Value to decrease, each date on which a Borrowing
Base Deficiency exists and the last day of the Revolving Period, the Warehouse Collateral Manager will deliver an adjusted Borrowing
Base Certificate to the Administrative Agent and each Lender.


 


ARTICLE II



The Credits


 


SECTION 2.01.         Commitment.
The Lenders agree to make Advances to the Borrower, from time to time on any Business Day during the period from and including
the Effective Date to but excluding the Commitment Termination Date other than a Business Day on which a Borrowing Base Deficiency
has occurred and is continuing, in an aggregate principal amount outstanding at any time that is up to, but not exceeding, the
Borrowing Base, subject to the terms and conditions set forth herein. No Advance shall exceed the Available Facility Amount calculated
immediately prior to giving effect to such Advance but calculated including all Advances that are expected to be made to fund Warehouse
Assets that have been purchased but have not settled. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Advances. If and to the extent that there are multiple Lenders during the
term of this Agreement, the relative Commitments of each such Lender shall be set forth in the assignment and assumption agreement
relating to the assignment of the applicable existing Lender’s rights and obligations hereunder to the new Lender. In any
event, the Commitments of the Lenders shall be several and not joint, no Lender shall have any duty whatsoever to make an Advance
on behalf of any other Lender and the Administrative Agent shall have no duty whatsoever to make any Advance on behalf of any Lender.


 




    	 	-26-	 



     


    

 


SECTION 2.02.         Advances.
Each Advance shall be in an aggregate amount that is not less than $250,000.


 


SECTION 2.03.         Requests
for Borrowings; Authorization of Purchases. (a) The Warehouse Collateral Manager, on behalf of the Borrower, shall
provide to the Administrative Agent (with a copy to the Lender and the Borrower) a notice by email in the form of Exhibit A-1
hereto (together with any attachments required in connection therewith, an “Approval Request”).


 


The Administrative
Agent shall have the right to approve or reject any Approval Request in its sole discretion and to request additional information
regarding any proposed Warehouse Asset. The Administrative Agent shall promptly notify the Warehouse Collateral Manager, the Collateral
Agent and the Borrower in writing (including via email) whether each Approval Request has been approved or rejected by delivering
to Borrower a notice in the form of Exhibit A-2 hereto (together with any attachments required in connection therewith,
an “Approval Notice”). Any approval may be withdrawn at any time prior to the time at which the Borrower actually
becomes obligated to purchase or enter into documents governing such proposed Warehouse Asset by written notice (including via
e-mail) of such withdrawal from the Administrative Agent to the Warehouse Collateral Manager. If the Administrative Agent has rejected
an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase
such proposed Warehouse Asset. Such approval may take the form of a standing list of pre-approved assets containing the characteristics
of each pre-approved asset specified in Exhibit A-1 (other than Purchase Price), together with a notice of intention to
trade containing the par amount and purchase price of the Warehouse Asset(s) being acquired delivered on or prior to the Business
Day preceding the proposed trade date.


 


(b)          On
the date that any Delayed Drawdown Debt Obligation is acquired by the Borrower, the acquisition of which was approved by the Administrative
Agent and the terms of which require additional payments to be made by the Borrower after the acquisition thereof, an amount equal
to such additional payments required to be made shall be deposited into the Reserve Account from amounts in the Custodial Account;
provided that, to the extent such amounts in the Custodial Account are not sufficient to cover the full amount of the potential
additional payments, the Borrower shall request that the Lenders make an Advance in the amount necessary to cover the full amount
of the potential additional payments on the date that such Delayed Drawdown Debt Obligation is acquired to be deposited into the
Reserve Account (subject to the applicable dollar limitation set forth in the definition of the term Maximum Commitment). Such
amounts shall be designated for the purpose of funding such additional payments and shall not be available for the purchase of
any other Warehouse Assets. All amounts in the Reserve Account will be invested in Eligible Investments at the direction of the
Warehouse Collateral Manager (or the Administrative Agent if an Event of Default has occurred). In the event no direction is received,
the amounts in the Reserve Account shall remain uninvested. On the date that any additional payment is required to be made by the
Borrower in connection with a Delayed Drawdown Debt Obligation, amounts will be withdrawn from the Reserve Account without further
consent of the Administrative Agent and applied to make such additional payment. In the event that any Delayed Drawdown Debt Obligation
is sold by the Borrower or the amount of potential additional payments in respect of a Delayed Drawdown Debt Obligation is irrevocably
reduced, an amount equal to the amount of the applicable reduction in the Borrower’s potential additional payment obligations
with respect to such Delayed Drawdown Debt Obligation will be transferred from the Reserve Account to the Custodial Account and
treated as a prepayment of the applicable Warehouse Asset. If, at any time, the Administrative Agent determines that a Delayed
Drawdown Debt Obligation is no longer eligible for the CLO, the Borrower shall Liquidate such Delayed Drawdown Debt Obligation
in the manner set forth in Section 6.01(f) so as to minimize the number of additional payments the Borrower may be
required to make with respect to such Delayed Drawdown Debt Obligation following the Administrative Agent’s determination
of the Delayed Drawdown Debt Obligation’s ineligibility.


 




    	 	-27-	 



     


    

 


(c)          If
the Warehouse Collateral Manager wishes to purchase a Warehouse Asset on behalf of the Borrower for which the Approval Request
has been approved pursuant to clause (a) above with an Advance (including an Advance to be applied to the purchase of a Warehouse
Asset constituting a Delayed Drawdown Debt Obligation and requiring the funding of such Advance to the Reserve Account pursuant
to Section 2.03(b)), the Warehouse Collateral Manager on behalf of the Borrower shall, prior to noon, New York
City time, on the date of such proposed settlement (which shall be a Business Day), provide to the Administrative Agent (with a
copy to the Lenders, the Collateral Agent and the Borrower) a borrowing notice by email substantially in the form of Exhibit A-3
hereto (together with any attachments required in connection therewith, a “Borrowing Request”) relating to such
proposed purchase; provided that, if such Borrowing Request is delivered later than noon on such Business Day, such Borrowing
Request shall be deemed to have been received on the following Business Day. Each Borrowing Request shall include a statement with
respect to each Warehouse Asset to which it relates indicating whether or not the seller of such Warehouse Asset is the Administrative
Agent or any of its Affiliates.


 


SECTION 2.04.         Funding
of Borrowings. Each Lender shall make each Advance to be made by it hereunder on the proposed date thereof (which shall
be a Business Day) by wire transfer of immediately available funds by (i) if the related Approval Request was delivered at least
one Business Day prior to such date, 2:00 p.m., New York City time, and (ii) if the related Approval Request was delivered
on such date, no later than the close of business on such date to the Custodial Account of the Borrower (or the Reserve Account,
as applicable).


 


SECTION 2.05.         Termination
of Commitment. The Commitment shall terminate on the Commitment Termination Date.


 


SECTION 2.06.         Repayment
of Obligations; Evidence of Debt. (a)  The Borrower hereby unconditionally promises to repay all Obligations
on the earlier of (i) the Maturity Date and (ii) any other day upon which they become due and payable in accordance with
the terms of the Credit Documents.


 




    	 	-28-	 



     


    

 


(b)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from (i) each Advance made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder and (ii) in the case of the initial Lender, the amount of the Startup
Expenses payable to MS&Co. and any other amounts payable to MS&Co. as described under the Engagement Letter and agreed
to by the Borrower in definitive documentation relating to the CLO.


 


(c)          The
entries made in the accounts maintained pursuant to Section 2.06(b) shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided that the failure of any Lender to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with the terms
of the Credit Documents and the Startup Expenses and any other amounts payable to MS&Co. as and to the extent described under
the Engagement Letter and agreed to by the Borrower in definitive documentation relating to the CLO.


 


SECTION 2.07.         Prepayment
of Advances.


 


(a)          The
Borrower shall have the right at any time and from time to time to prepay the principal amount of any Advance, in whole or in part,
subject to prior notice in accordance with Section 2.07(b); provided, that, any principal amount to be prepaid hereunder
shall be equal to or greater than $500,000 and Advances shall be prepaid commencing with the longest outstanding Advance and ending
with the most recent Advance. On any date on which an Advance is prepaid in accordance with the preceding sentence (each such date,
a “Prepayment Date”), the Borrower shall, by applying solely Interest Proceeds it has received in respect of
the Pledged Assets prior to such Prepayment Date or contributed amounts, pay any interest accrued in accordance with Section 2.08
in respect of the principal amount of any Advance being prepaid.


 


(b)          The
Borrower shall notify the Administrative Agent, with a copy to the Collateral Agent, by email of each prepayment under this Section
2.07 not later than 11:00 a.m., New York City time, three (3) Business Days (or such shorter period as agreed by the Administrative
Agent) before the related Prepayment Date. Each such notice shall specify the Prepayment Date, the principal amount of each Advance
or portion thereof to be prepaid and the amount of interest to be paid with respect to each such Advance.


 


(c)          In
addition, the Advances shall be repaid in the manner set forth in the Security Agreement.


 


SECTION 2.08.         Interest.
(a)  Each Advance shall bear interest at the LIBO Rate plus (x) with respect to any day during the period from and
including the Warehouse Closing Date to, but excluding, the last day of the Revolving Period, 1.90% per annum and (y) with
respect to any day thereafter, 2.15% per annum, in each case, for each day that such Advance is outstanding.


 


(b)          Notwithstanding
the foregoing, if there are insufficient funds available in the Custodial Account to pay any interest on any Advance or any other
amounts on any Interest Payment Date (other than the Maturity Date), then such amount shall not be then due and payable (and no
Event of Default shall occur due to such failure to pay) and shall be deferred and bear interest, at a rate per annum equal to
the rate otherwise applicable to such Advance as provided in the preceding paragraph. All accrued and unpaid interest on Advances
shall be due and payable on the earlier of the first Interest Payment Date on which sufficient funds are available in the Custodial
Account to pay such interest and the Maturity Date.


 




    	 	-29-	 



     


    

 


(c)          Notwithstanding
the provisions of clause (a) above, if any principal of or interest on any Advance or any fee payable by the Borrower hereunder
is not paid when due, such overdue amount shall bear interest, at a rate per annum equal to 2% plus the rate otherwise applicable
to such Advance as provided in clause (a) above.


 


(d)          Subject
to clause (b) above, accrued interest on each Advance shall be payable in arrears on each Interest Payment Date for such Advance
and, with respect to prepayments made in accordance with Section 2.07, upon the date of such prepayment; provided,
that, interest accrued pursuant to clause (c) of this Section shall be payable on demand. For the avoidance of doubt,
in the event that a Warehouse Asset is purchased with accrued interest, commitment fee or any other fees thereon, the Borrower
shall nevertheless apply all amounts it receives in respect of interest, commitment fees and any other fees from such Warehouse
Asset in accordance with Article VI of the Security Agreement.


 


(e)          All
interest hereunder shall be computed on the basis of a year of 360 days and the actual number of days in such period.


 


SECTION 2.09.         Borrowing
Base Deficiency Payments.


 


(a)          In
addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement,
if, on any day prior to the date on which the aggregate outstanding principal amount of the Advances outstanding have been repaid
in full and all other Obligations have been paid in full, any Borrowing Base Deficiency exists, then the Borrower shall eliminate
such Borrowing Base Deficiency in its entirety within three (3) Business Days of the earlier of (x) the Borrower acquiring
knowledge of such Borrowing Base Deficiency and (y) the Borrower receiving written notice from the Administrative Agent of
such Borrowing Base Deficiency by effecting one or more (or any combination thereof) of the following actions in order to eliminate
such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in U.S. dollars as principal collections
in the Custodial Account (or any subaccount thereof), (ii) repay Advances outstanding and/or (iii) subject to the approval
of the Administrative Agent, in its sole discretion, Grant additional Warehouse Assets. For the avoidance of doubt, the Borrower
may cure a Borrowing Base Deficiency using any combination of clauses (i), (ii), (iii) and (iv) above.


 


(b)          No
later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances outstanding or Grant of additional Warehouse
Assets pursuant to Section 2.09(a), the Borrower (or the Warehouse Collateral Manager on its behalf) shall deliver
(i) to the Administrative Agent (with a copy to the Collateral Agent) notice of such repayment or Grant and a duly completed
Borrowing Base Certificate, updated to the date such repayment or Grant is being made and giving pro forma effect to such
repayment or Grant, and (ii) to the Administrative Agent, if applicable, a description of any Warehouse Asset and each Obligor
of such Warehouse Asset to be Granted and an updated Warehouse Asset Schedule. Any notice pertaining to any repayment or any Grant
pursuant to this Section 2.10 shall be irrevocable.


 




    	 	-30-	 



     


    

 


SECTION 2.10.         Payments.


 


(a)          Any
and all payments made by the Borrower under the Credit Documents shall be made in U.S. dollars. Each party hereto agrees that
the Available Amount and all such other amounts described in Article VI of the Security Agreement shall be applied
in accordance with the priority of payments set forth in Article VI of the Security Agreement and otherwise in accordance
with the Credit Documents. The Lenders and the Administrative Agent hereby instruct the Collateral Agent to apply the Available
Amount and all such other amounts described in Article VI of the Security Agreement in accordance with Article VI
of the Security Agreement and otherwise in accordance with the Credit Documents.


 


SECTION 2.11.         Increased
Costs.


 


(a)          Anything
herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Rate:


 


(i)          the
Administrative Agent determines, which determination shall be conclusive, that quotations of rates for the relevant deposits referred
to in the definition of “LIBO Rate” in Section 1.01 hereof are not being provided in the relevant amounts
or for the relevant maturities for purposes of determining the interest rate for Advances as provided herein;


 


(ii)         the
Administrative Agent determines, which determination shall be conclusive, that the relevant rate referred to in the definition
of “LIBO Rate” in Section 1.01 hereof upon the basis of which the interest rate for Advances is to be determined
is not likely to adequately cover the cost to the Lenders of making or maintaining Advances; or


 


(iii)        it
becomes unlawful for any Lender to honor its obligation to make or maintain Advances hereunder using a LIBO Rate;


 


then the Administrative Agent shall give
the Borrower (and the Warehouse Collateral Manager) prompt notice thereof and, so long as such condition remains in effect, the
Borrower shall either pay the aggregate outstanding principal amount of all Advances then outstanding or pay additional interest
on the Advances at a rate per annum equal to the floating rate index which the Administrative Agent reasonably determines to be
generally applicable to secured financings and/or collateralized loan transactions paying interest based on 1-month LIBOR on the
relevant date of determination plus the spread over the LIBO Rate set forth in Section 2.08(a) hereof.


 




    	 	-31-	 



     


    

 


SECTION 2.12.         Taxes.


 


(a)          Except
as otherwise required by law or in connection with FATCA, all payments made by the Borrower under this Agreement shall be made
free and clear of and without deduction or withholding for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority (“Taxes”). If any such Taxes other than Excluded Taxes (“Non-Excluded
Taxes”) are required to be withheld from any amounts payable hereunder, the sum payable by the Borrower shall be increased
as necessary so that after any deduction or withholding on account of such Non-Excluded Taxes has been made the amount received
equals an amount equal to the sum the recipient would have received had no such deduction or withholding been made. The Borrower
shall pay all Borrower Tax Obligations. As promptly as practicable after the payment of any Borrower Tax Obligation by the Borrower,
the Borrower shall, if available, furnish to the Lenders and the Administrative Agent a copy of an official receipt (or a certified
copy thereof) evidencing the payment of such Borrower Tax Obligation. The Borrower shall indemnify the Lenders for any Borrower
Tax Obligation levied, imposed or assessed on (and whether or not paid directly by) the Lenders whether or not such Borrower Tax
Obligation is correctly or properly asserted by the relevant Governmental Authority, promptly upon notice thereof by any Lender.
In addition, the Borrower shall, within ten (10) days after written demand by a Lender, indemnify the Lenders for any incremental
taxes that may become payable by a Lender as a result of any failure of the Borrower to pay any Non-Excluded Taxes or Borrower
Tax Obligations, when due to the appropriate Governmental Authority or to deliver to such Lender documentation evidencing the payment
of the Borrower Tax Obligations in accordance with this Section 2.12(a).


 


(b)          If
a Lender shall become aware that it is entitled to claim a refund or credit from a Governmental Authority in respect of Non-Excluded
Taxes or Borrower Tax Obligations as to which it has been indemnified by the Borrower or with respect to which the Borrower has
paid additional amounts pursuant to this Section 2.12, it shall notify the Borrower of the availability of such refund
claim or credit and shall make a claim as soon as practicable to such Governmental Authority for such refund or credit at the Borrower’s
expense. If a Lender receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) or credit
in respect of any Non-Excluded Taxes or Borrower Tax Obligations as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section 2.12, it shall within thirty (30) days
from the date of such receipt pay over the amount of such refund or credit to the Borrower, net of all reasonable out-of-pocket
expenses of the Lender and without interest (other than interest paid by the relevant Governmental Authority with respect to such
refund); provided that the Borrower, upon the request of a Lender, agrees to repay the amount paid over to the Borrower
(plus penalties, interest or other reasonable charges) to that Lender in the event the Lender is required to repay such refund
to such Governmental Authority.


 




    	 	-32-	 



     


    

 


(c)          If
a Lender is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Agreement or
any other Credit Document, it shall deliver to the Borrower, at the time reasonably requested by the Borrower (with a copy to the
Collateral Agent), such properly completed and executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute
and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender. Notwithstanding the above, (i) any Lender that is a U.S. person
under the Code shall deliver to the Borrower, the Collateral Agent and the Administrative Agent on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower,
the Collateral Agent or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax, (ii) any Lender that is not a U.S. person under the Code shall deliver to the Borrower, the Collateral
Agent and the Administrative Agent (in such number of copies as shall be requested by the Borrower, the Collateral Agent or the
Administrative Agent) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower, the Collateral Agent or the Administrative Agent), any of the following:
(A) with respect to payments of interest under this Agreement or any other Credit Document, executed copies of IRS Form W-8BEN
or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the
“interest” article of an income tax treaty to which the United States is a party and (y) with respect to any other
applicable payments under this Agreement or any other Credit Document, IRS Form W-8BEN or W-8BEN-E (as applicable) establishing
an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other
income” article of an income tax treaty to which the United States is a party; (B) executed copies of IRS Form W-8ECI;
or (C)(x) a certificate to the effect that such person is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(A) of the
Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed
copies of IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding
tax (including any other applicable attachments, (iii) any Lender that is not a U.S. person under the Code shall, at
the request of the Borrower, the Collateral Agent or Administrative Agent, and to the extent it is legally entitled to do so, deliver
to the Borrower, the Collateral Agent or Administrative Agent (in such number of copies as shall be reasonably requested by the
Borrower, the Collateral Agent or Administrative Agent) on or prior to the date on which such person becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Collateral Agent or Administrative
Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or reduction in U.S. federal
withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower, the Collateral Agent or Administrative Agent to determine the withholding or deduction required to be made, and (iv) each
Lender and the Administrative Agent shall provide any information that is requested by the Borrower in connection with FATCA.


 


(d)          Each
Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.12(a) with respect to
itself, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender)
to designate another lending office for any Advances affected by such event with the object of avoiding the consequences of such
event; provided that such designation is made on terms that, in the reasonable judgment of such Lender, cause such Lender
and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing
in this Section 2.12(d) shall affect or postpone any of the obligations of the Borrower or the rights of such Lender
pursuant to Section 2.12(a).


 


(e)          Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.12 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 




    	 	-33-	 



     


    

 


(f)           If
a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section
2.12(f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(g)          Each
party’s obligations under this Section 2.12 shall survive the payment of all the Borrower’s obligations to the
Lenders under the Credit Documents and termination of the Credit Documents.


 


SECTION 2.13.         Discretionary
Sales.


 


(a)          The
Borrower shall be permitted to sell Warehouse Assets to Persons from time to time prior to the declaration or automatic occurrence
of the Maturity Date (such sale, a “Discretionary Sale”); provided that (i) the proceeds of such sale
shall be deposited into the Custodial Account, (ii) any sale to an Affiliate of the Borrower meets the requirements set forth in
Section 2.13(b) below, (iii) after giving effect to any such sale, no Borrowing Base Deficiency shall exist and (iv) no
event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing,
or would result from such sale, which constitutes a Default.


 


(b)          Notwithstanding
anything to the contrary set forth herein or in any other Credit Document, an Affiliate of the Borrower shall not reacquire from
the Borrower and the Borrower shall not transfer to an Affiliate of the Borrower and no Affiliate of the Borrower will have a right
or ability to purchase, the Warehouse Assets of the Borrower without the prior written consent of the Administrative Agent, and
any such transactions shall be at arm's-length and subject to the further conditions that (i) all such sales must be at a price
for each Warehouse Asset at least equal to the outstanding principal balance of such Warehouse Asset multiplied by the respective
Assigned Value or, in the event a Value Adjustment Event has occurred with respect to such Warehouse Asset, the "fair market
value" of such Warehouse Asset and (ii) before and after giving effect to such sale, no Borrowing Base Deficiency shall exist.


 


SECTION 2.14.         Repurchase
or Substitution of Warranty Breach Warehouse Assets.


 


(a)          If
on any day a Warehouse Asset is (or becomes) a Warranty Breach Warehouse Asset, no later than three (3) Business Days following
the earlier of knowledge by the Borrower of such Warehouse Asset becoming a Warranty Breach Warehouse Asset or receipt by the Borrower
from the Administrative Agent or the Warehouse Collateral Manager of written notice thereof, the Borrower shall either:


 




    	 	-34-	 



     


    

 


(i)          make
a deposit to the Custodial Account in immediately available funds in an amount equal to the lesser of (A) the sum of (x) (i) the
Purchase Price (calculated without giving effect to the proviso in the definition thereof) of such Warehouse Asset, multiplied
by (ii) the outstanding principal balance of such Warehouse Asset, plus (y) any expenses or fees with respect to such
Warehouse Asset and costs and damages incurred by the Administrative Agent or by any Lender in connection with any violation by
such Warehouse Asset of any Applicable Law (a notification regarding the amount of such expenses or fees to be provided by the
Administrative Agent to the Borrower) and (B) the amount necessary to cure any Borrowing Base Deficiency resulting from such Warranty
Breach Warehouse Asset; provided that (X) the Administrative Agent shall have the right to determine whether the amount
so deposited is sufficient to satisfy the foregoing requirements and (Y) the deposit of such funds into the Custodial Account may
result from the sale of such Warranty Breach Warehouse Asset;


 


(ii)         with
the prior written consent of the Administrative Agent, in its sole discretion, substitute for such Warranty Breach Warehouse Asset
a Substitute Warehouse Asset (provided that after such substitution no Borrowing Base Deficiency exists); or


 


(iii)        in
the case that no Borrowing Base Deficiency would exist if such Warranty Breach Warehouse Asset was not a Warehouse Asset, such
Warranty Breach Warehouse Asset may be distributed to Golub Capital BDC 2010-1 Holdings LLC.


 


(b)          Upon
confirmation of the deposit of the amounts set forth in Section 2.14(a)(i) into the Custodial Account or the delivery by the Borrower
of a Substitute Warehouse Asset for each Warranty Breach Warehouse Asset pursuant to Section 2.14(a)(ii) (the date of such confirmation
or delivery, the “Release Date”), such Warranty Breach Warehouse Asset and any Related Collateral shall be removed
from the Collateral and, as applicable, the Substitute Warehouse Asset and any Related Collateral shall be included in the Collateral.
On the Release Date of each Warranty Breach Warehouse Asset, the Collateral Agent, for the benefit of the Secured Parties, shall
automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all
the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the
Warranty Breach Warehouse Asset and any Related Collateral and all future monies due or to become due with respect thereto.


 


SECTION 2.15.         Conditions
to Sales, Substitutions and Repurchases.


 


Any sales, substitutions
or repurchases effected pursuant to Section 2.13 or Section 2.14 shall be subject to the satisfaction of the
following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower):


 


(i)          the
Borrower shall deliver a Borrowing Base Certificate and an updated Warehouse Asset Schedule to the Administrative Agent in connection
with such sale, substitution or repurchase;


 


(ii)         the
Borrower shall deliver a list of all Warehouse Assets to be sold, substituted, repurchased;


 




    	 	-35-	 



     


    

 


(iii)        no
selection procedures adverse to the interests of the Administrative Agent or the Lenders were utilized by the Borrower in the selection
of the Warehouse Assets to be sold, repurchased or substituted;


 


(iv)        the
Borrower shall (A) with respect to sales, give one (1) Business Day’s notice of such sale to the Administrative Agent and
Collateral Agent and (B) with respect to substitutions, have received an Approval Notice for each Warehouse Asset added to the
Collateral on the related Cut-Off Date;


 


(v)         the
Borrower shall notify the Administrative Agent of any amount to be deposited into the Custodial Account in connection with any
sale, substitution or repurchase;


 


(vi)        the
representations and warranties contained in Sections 4.01 hereof shall continue to be correct in all respects, except to
the extent relating to an earlier date;


 


(vii)       any
repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Warehouse Assets hereunder shall comply
with the requirements set forth in Section 2.07; and


 


SECTION 2.16.         Limitations
on Sales and Substitutions.


 


The outstanding principal
balance of all Warehouse Assets (other than Warranty Breach Warehouse Assets) sold pursuant to Section 2.13(a) during the
preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Warehouse Closing Date,
during the period commencing on the Warehouse Closing Date), after giving effect to such substitution or sale, is not greater than
20% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Warehouse
Closing Date, as the case may be); provided that the outstanding principal balance of all Warehouse Assets (other than Warranty
Breach Warehouse Assets) sold to Affiliates of the Borrower pursuant to Section 2.13(a) whose Assigned Value was not reduced
by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for
the first twelve (12) calendar months after the Warehouse Closing Date, during the period commencing on the Warehouse Closing Date),
after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as of the
first day of such twelve (12) calendar month period (or as of the Warehouse Closing Date, as the case may be). The outstanding
principal balance of all Defaulted Assets (other than Warranty Breach Warehouse Assets) sold pursuant to Section 2.13(a)
 to an Affiliate of the Borrower during the preceding period of twelve (12) calendar months (or for the first twelve (12)
calendar months after the Warehouse Closing Date, during the period commencing on the Warehouse Closing Date), after giving effect
to such substitution or sale, is not greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12)
calendar month period (or as of the Warehouse Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall
be permitted to sell any Defaulted Asset, Margin Stock or Equity Security to Persons other than Affiliates of the Borrower pursuant
to Section 2.13(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent
of the Administrative Agent shall be required for any such sale.


 




    	 	-36-	 



     


    

 


ARTICLE III



[Reserved]


 


ARTICLE IV



Representations and Warranties


 


SECTION 4.01.         Representations
and Warranties of the Borrower.


 


The Borrower represents
and warrants to the Administrative Agent, the Lenders and the Equity Investors, as of the Warehouse Closing Date and the date of
each Advance, that:


 


(a)          Organization;
Powers. It is a limited liability company duly formed and validly existing and in good standing under the laws of its jurisdiction
of organization and has the full limited liability company power and authority to own its assets, to enter into the Credit Documents
and to perform the Transactions.


 


(b)          Authorization;
Enforceability. The Transactions have been duly authorized by all necessary limited liability company and, if required, shareholder
action. The Credit Documents have been duly executed and delivered by the Borrower and constitute legal, valid and binding obligations
of the Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(c)          Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with,
or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect,
(b) will not violate any applicable law or regulation or the memorandum and articles of association or other organizational
documents of the Borrower or any order of any Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Borrower or its assets, or give rise to a right thereunder to require
any payment to be made by the Borrower and (d) will not result in the creation or imposition of any Lien on any asset of the
Borrower (other than the Lien on such assets created by the Security Agreement).


 


(d)          Financial
Condition. As of the Warehouse Closing Date, the Borrower (i) has no existing material liabilities or contingent obligations
except under the Credit Documents and (ii) has no Subsidiaries.


 


(e)          Litigation.
No actions or proceedings at law or in equity are pending (or, to its knowledge, threatened) against it before any court, tribunal,
governmental body, agency or official or any arbitrator that could reasonably be expected to result in a Material Adverse Effect.


 


(f)           Compliance
with Laws and Agreements. The Borrower is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
No Default has occurred or is continuing.


 




    	 	-37-	 



     


    

 


(g)          Investment
Company Status. The Borrower is not required to register as an “investment company” under the Investment Company
Act.


 


(h)          Disclosure.
The Borrower has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which
it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. No reports, financial statements, certificates have been furnished by or on behalf of the Borrower
to the Administrative Agent in connection with the negotiation of the Credit Documents or delivered thereunder other than to the
extent such information has been requested by a Lender.


 


(i)           No
Default. With respect to each Warehouse Asset, no Value Adjustment Event has occurred and such Warehouse Asset is not a Defaulted
Asset as of the date on which the Borrower entered into an irrevocable commitment to purchase it.


 


(j)           Eligibility.
With respect to each Warehouse Asset, as of the date on which the Borrower entered into an irrevocable commitment to purchase it,
such Warehouse Asset satisfies the Eligibility Criteria and the Concentration Limits set forth in Exhibit B.


 


(k)          Valid
Security Interest. With respect to each Warehouse Asset, as of the date on which the Borrower entered into an irrevocable commitment
to purchase it, the applicable governing documents do not prohibit the Granting and perfection of a first priority security interest
in such Warehouse Asset.


 


(l)           Borrower
Sophistication. The Warehouse Collateral Manager (acting on behalf of the Borrower) is a sophisticated purchaser with respect
to interests in the Warehouse Assets and none of the Lenders nor the Administrative Agent have given any investment, legal or other
advice or rendered any opinion as to whether the purchase of any Warehouse Asset is prudent, and the Borrower is not relying on
any representation, warranty, investment, legal or other advice by any Lender or the Administrative Agent except as expressly set
forth in this Agreement.


 


(m)         Withholding
Tax Forms. The Borrower has completed and delivered, or the Warehouse Collateral Manager has completed and delivered on its
behalf, to such parties as are necessary, such withholding forms as are required of it by the documents governing such Warehouse
Assets, the taxing authorities of the United States, or other jurisdictions, if applicable, to establish that no distribution under
any documents governing such Warehouse Assets shall be subject to withholding taxes imposed by the taxing authorities of the United
States, or other jurisdictions, if applicable.


 


(n)          No
Fiduciary Duty. The Borrower acknowledges that none of the Administrative Agent, the Collateral Agent, the Securities Intermediary,
any Lender or any of a Lenders’ Affiliates shall have any fiduciary duty, duty of loyalty, duty of care, duty of disclosure
or other obligation whatsoever to the Borrower, any Equity Investor or any of the Related Companies.


 




    	 	-38-	 



     


    

 


(o)          No
Plan Assets.  The Borrower is neither (a) an “employee benefit plan” (as defined in Section 3(3)
of Title I of ERISA) that is subject to the fiduciary responsibilities provisions of ERISA, a “plan” as defined
in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, any entity whose underlying assets include
“plan assets” by reason of any such employee benefit plan’s or plan’s investment in the entity or a “benefit
plan investor” as such term is otherwise defined in any regulations promulgated by the U.S. Department of Labor under
Section 3(42) of ERISA nor (b) a governmental, church, non-U.S. or other plan which is subject to any federal, state,
local or non-U.S. law substantially similar to the provision of Section 406 of ERISA or Section 4975 of the Code.


 


(p)          Anti-Terrorism;
OFAC; Anti-Corruption.  


 


(i)          None
of the Borrower nor any of its Affiliates nor, to the knowledge of the Borrower, any Obligor (i) is a Person whose property or
interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)),
(ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any
such Person in any manner violative of Section 2 of such executive order, or (iii) is a Person (1) designated on OFAC's list of
Specially Designated Nationals and Blocked Persons or otherwise the subject of any Sanctions or (2) in violation of the limitations
or prohibitions under any other Sanctions.


 


(ii)         None
of the Borrower nor any of its Affiliates (i) is a Politically Exposed Person, immediate family member of a Politically Exposed
Person or close associate of a Politically Exposed Person; or (ii) a foreign shell bank. For purposes of the forgoing, "foreign
shell bank" means a bank that does not maintain a physical presence in any country and is not subject to inspection by a banking
authority.


 


(iii)        No
part of the proceeds of any Advance will be used by the Borrower or any of its Affiliates, or permitted to be used by any other
Person (in each case, directly or indirectly including by an Obligor), (i) for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of applicable anti-corruption and
anti-bribery laws, including the United States Foreign Corrupt Practices Act of 1977, as amended; (ii) to fund or facilitate any
money laundering or terrorist financing activities or business, or in any other manner that would cause or result in violation
of applicable anti-money laundering laws, rules or regulations, including the Patriot Act, as amended (collectively, "Anti-Money
Laundering Laws"); or (iii) to fund any activities or business of or with any Person, or in any country or territory,
that, at the time of such funding, is, or whose government is, the subject of Sanctions, or in any other manner that would result
in a violation by any Person of any Sanctions.


 


(iv)        No
Collateral or any portion thereof is or will consist of funds, assets or other property or interests in property that is blocked
or frozen pursuant to any Sanctions.


 




    	 	-39-	 



     


    

 


(v)         The
Borrower acknowledges by executing this Agreement that the Lenders (or the Administrative Agent on their behalf) have notified
the Borrower that, pursuant to the requirements of the Patriot Act, each Lender is required to obtain, verify and record such information
as may be necessary to identify the Borrower or any Person owning twenty-five percent (25%) or more of the direct or indirect equity
interests of the Borrower (including the name and address of such Person) in accordance with the Patriot Act.


 


(q)          Instructions
to Obligors. The Custodial Account is the only account to which Obligors, agent banks or administrative agents on the Warehouse
Assets have been instructed by the Borrower, or the Warehouse Collateral Manager on the Borrower’s behalf, to send principal
collections and interest collections on the Collateral. The Borrower has not Granted any Person other than the Collateral Agent,
on behalf of the Secured Parties, a Lien on the Custodial Account.


 


(r)           Collections.
The Borrower acknowledges that all collections received by it or its Affiliates with respect to the Collateral Granted hereunder
are held and shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties until deposited into
the Custodial Account within two (2) Business Days after receipt as required herein.


 


ARTICLE V



Conditions


 


SECTION 5.01.         Effective
Date. This Agreement shall not become effective until the date (such date, the “Effective Date”)
that each of the following conditions is satisfied (or waived in accordance with Section 10.02):


 


(a)          The
Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include email
transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.


 


(b)          The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the authorization, execution and delivery of the Credit Documents, the Transactions and any other legal matters
relating to the Borrower, the Equity Investors, the Warehouse Collateral Manager, the Credit Documents or the Transactions, all
in form and substance satisfactory to the Administrative Agent and its counsel.


 


(c)          The
Administrative Agent shall have received copies of the other Credit Documents, each duly executed by each party thereto, together
with evidence satisfactory to the Administrative Agent (and its counsel) that, upon the filing and recording of instruments delivered
as of the Warehouse Closing Date, the Collateral Agent (for the benefit of the Administrative Agent and Lenders) shall have a valid
and perfected first priority security interest in the Collateral, including (x) such documents duly executed by the Borrower
or the Equity Investors, as applicable, as the Administrative Agent may request with respect to the perfection of the Collateral
Agent’s first priority security interests in the Collateral (including financing statements under the UCC and other applicable
documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Collateral Documents) and (y) copies
of UCC search reports as of a recent date listing all effective financing statements that name the Borrower as debtor, together
with copies of such financing statements, none of which shall cover the Collateral except for those filed in accordance with the
Collateral Documents.


 




    	 	-40-	 



     


    

 


(d)          The
Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule 1 hereto,
each in form and substance satisfactory to the Administrative Agent and each Lender.


 


(e)          The
Borrower shall have paid in full all fees then required to be paid, including the Administrative Agent Fee and all other fees required
hereunder and under the applicable Credit Documents and shall have reimbursed the Lenders, the Administrative Agent and the Collateral
Agent for all fees, costs and expenses of closing the Transactions contemplated hereunder and under the other Credit Documents,
including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent.


 


SECTION 5.02.         Each
Borrowing. The obligation of the Lenders to make an Advance on the occasion of any Borrowing is subject to the satisfaction
of the following conditions on and as of the date of such Borrowing:


 


(a)          The
representations and warranties of the Borrower and the Equity Investors set forth in the Credit Documents and of the Warehouse
Collateral Manager set forth in the Warehouse Collateral Management Agreement shall be true and correct.


 


(b)          The
covenants of the Borrower and the Equity Investors set forth in the Credit Documents and of the Warehouse Collateral Manager set
forth in the Warehouse Collateral Management Agreement shall not have been breached.


 


(c)          At
the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.


 


(d)          The
Administrative Agent shall have received an Approval Request (if applicable) and a Borrowing Request as set forth in Section 2.03
and such other documents and certificates as the Administrative Agent or its counsel may reasonably request, and the Borrower shall
have received an Approval Notice from the Administrative Agent.


 


(e)          Each
Warehouse Asset to be acquired by the Borrower satisfies the Eligibility Criteria and the Concentration Limits.


 


(f)           The
Minimum Equity Amount shall have been (x) applied to purchase Warehouse Assets or (y) deposited into the Reserve Account and applied
as set forth in Section 2.03(b).


 


(g)          Prior
to the Pricing Date, at the time of such Borrowing, no Borrowing Base Deficiency shall have occurred and be continuing.


 


(h)          For
the avoidance of doubt, the Commitment Termination Date shall not have occurred.


 




    	 	-41-	 



     


    

 


Each Borrowing Request
shall be deemed to constitute a representation and warranty by (i) the Borrower on the date thereof as to the matters specified
in this Section 5.02 and (ii) by each Equity Investor on the date thereof as to the matters specified in Section 5.02(a)
and Section 5.02(b).


 


Notwithstanding anything
herein to the contrary, all parties acknowledge that the Indenture, dated as of July 16, 2010 (the “Indenture”),
by and between the Borrower, as issuer thereunder, and U.S. Bank National Association, related rights and obligations, debts and
security interest granted thereunder are and will be outstanding for a reasonable amount of time necessary to discharge the same.


 


ARTICLE VI



Affirmative Covenants


 


SECTION 6.01.         Affirmative
Covenants of the Borrower. Until the payment in full of the Administrative Agent Fee and all other the Obligations (other
than contingent obligations for which no claim has been asserted), the Borrower covenants and agrees with the Administrative Agent
and the Lenders that:


 


(a)          Notices
of Material Events. The Borrower will furnish or cause to be furnished to the Administrative Agent prompt written notice of
the occurrence of any Default or any other development with respect to the Borrower or the Warehouse Assets of which it is aware
that would reasonably be expected to result in a Material Adverse Effect (or, without limitation, any judgment against the Borrower).
Each notice delivered under this Section 6.01(a) shall be accompanied by a statement of an officer of the Warehouse
Collateral Manager setting forth the details of the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.


 


(b)          Existence;
Conduct of Business. The Borrower will do or cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business.
The Borrower shall (i) ensure that all corporate or other formalities regarding its existence (including holding board of
directors’ and shareholders’, or other similar, meetings to the extent required) or registrations are followed, (ii) maintain
its books and financial statements and records separate from the books and financial statements, if any, and records of any other
Person or entity and (iii) conduct its business, and otherwise hold itself out to the public, in its own name, as a separate
and independent entity.


 


(c)          Payment
of Taxes. The Borrower will duly and timely pay and discharge all material taxes which might become a Lien upon any of its
properties or assets except to the extent that such items are being in good faith appropriately contested and appropriate reserves
are being set aside.


 




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(d)          Compliance
with Laws. The Borrower will comply with all laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.


 


(e)          Use
of Proceeds. The Borrower will use the proceeds of each Advance made pursuant to this Agreement to (x) settle purchased
Warehouse Assets, (y) deposit into the Reserve Account to be applied as set forth in Section 2.03(b) and (z) to
make distributions. The Borrower shall not declare or make (i) payment of any distribution on or in respect of any equity interests,
or (ii) any payment on account of the purchase, redemption, retirement or acquisition of any option, warrant or other right to
acquire such equity interests; provided that the Borrower may make a distribution of (A) amounts paid to it pursuant to
Article VI of the Security Agreement or (B) the proceeds of any Advance. The Borrower will use the Minimum Equity Amount only to
(i) settle purchased Warehouse Assets, (ii) make a deposit into the Reserve Account to be applied as set forth in Section 2.03(b)
or (iii) to repay Advances. The Borrower shall cause all Warehouse Assets to be credited to, and all amounts received in respect
of the Warehouse Assets to be deposited in, the Custodial Account.


 


(f)           Eligibility
of Warehouse Assets. Subject to Section 7.04(b), the Borrower will use commercially reasonable efforts to Liquidate all
Defaulted Assets and any other assets declared ineligible for the CLO by the Administrative Agent as soon as reasonably practicable
following such default or determination of such status.


 


(g)          Sales
and Repayments of Warehouse Assets. If any Warehouse Asset is Liquidated by the Borrower or the Borrower receives any repayment
of principal in respect of any Warehouse Asset, the proceeds thereof shall be applied in accordance with Article VI
of the Security Agreement.


 


(h)          Notice
of Material Modification. If the Borrower or Warehouse Collateral Manager obtains knowledge of a Material Modification, the
Warehouse Collateral Manager will give prompt notice thereof to the Administrative Agent.


 


(i)           Rule
17g-5 Compliance. The Borrower has complied, and will comply, with all undertakings related to Rule 17g-5 made by it or on
its behalf to each rating agency hired to provide the initial credit ratings on the CLO Securities.


 


(j)           Beneficial
Ownership Certification. The Borrower shall deliver promptly following the request of the Administrative Agent, an updated
Beneficial Ownership Certification.


 


(k)          Indenture.
The Borrower shall use commercially reasonable efforts to discharge the Indenture as soon as possible.


 


(l)           The
Borrower shall provide the Administrative Agent and each Lender with (i) copies of such documents as the Administrative Agent or
any Lender may reasonably request evidencing the truthfulness of the representations set forth in this Agreement, (ii) evidence
of the termination of any Liens against the Borrower (including without limitation the filing, on or prior to the Warehouse Closing
Date, of any UCC amendment statements to terminate any UCC financing statement filed against the Borrower) in connection with any
prior securitization entered into by the Borrower and (iii) information and documentation reasonably requested by the Administrative
Agent or any Lender for purposes of compliance with the applicable "know your customer" requirements under the Patriot
Act or other applicable Anti-Money Laundering Laws.


 




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ARTICLE VII



Negative Covenants


 


Until the payment in
full of the Obligations (other than contingent Obligations for which no claim has been asserted), the Borrower covenants and agrees
with the Administrative Agent and the Lenders that without the prior written consent of the Administrative Agent (which consent
may be withheld in the sole and absolute discretion of the Administrative Agent):


 


SECTION 7.01.         Indebtedness.
The Borrower will not incur any liability or contingent obligation (other than fees and expenses under an administration agreement
with its administrator in its jurisdiction of incorporation, or Independent Manager), except as contemplated by the Credit Documents,
and will not create any Subsidiaries or have any other Affiliates other than any Subsidiary formed to be co-issuer of the CLO Securities.


 


SECTION 7.02.         Liens.
The Borrower will not create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired
by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except as
contemplated by the Credit Documents.


 


SECTION 7.03.         Fundamental
Changes. The Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions)
all or any substantial part of its assets except as contemplated by the Credit Documents and the Warehouse Collateral Management
Agreement.


 


SECTION 7.04.         Purchase
and Sale of Warehouse Assets. (a) The Borrower shall not purchase or enter into any commitments to purchase any Warehouse
Assets prior to the Effective Date. After the Effective Date, the Borrower shall not purchase or enter into any commitments to
purchase any Warehouse Assets if the Aggregate Traded Amount would equal or exceed the Maximum Commitment.


 


(b)          The
Borrower shall not purchase any Warehouse Asset without the prior written consent of the Administrative Agent, which consent will
be provided or withheld in the sole discretion of the Administrative Agent. Prior to the Pricing Date, the Borrower shall not enter
into any commitment to acquire any Warehouse Assets on any date on which a Borrowing Base Deficiency has occurred and is continuing.
For the avoidance of doubt, prior to the earlier of the occurrence of an Event of Default and the Maturity Date, the Borrower may,
at the direction of the Warehouse Collateral Manager, sell Warehouse Assets without the consent of the Administrative Agent, but
shall provide notice of any such sale as soon as reasonably practicable before (or, if not practicable, after) the trade date for
each such sale; provided that, on any date on which a Borrowing Base Deficiency has occurred, the Borrower may not sell
any Warehouse Asset at a price that is less than the Borrower’s Purchase Price therefor (in the case of both the Purchase
Price and the sale price, exclusive of purchased accrued interest) without the prior written consent of the Administrative Agent.


 




    	 	-44-	 



     


    

 


(c)          The
Borrower will not purchase any Warehouse Asset from the Administrative Agent or any of its Affiliates with the proceeds of any
Advance made by Morgan Stanley Bank, N.A. in its capacity as a Lender; provided that the unintentional violation of this
provision shall not constitute an Event of Default so long as the Warehouse Collateral Manager, on behalf of the Borrower, uses
commercially reasonable efforts to cancel any trade which it determines to be in violation of this covenant prior to the date of
settlement of such trade.


 


SECTION 7.05.         Separate
Existence. The Borrower shall not take any action, or conduct its affairs in a manner, that is likely to result in its
separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy,
reorganization or other insolvency proceeding. Without limiting the foregoing, (a) the Borrower shall not have any Subsidiaries
without the prior written consent of the Administrative Agent and (b) the Borrower shall not (i)(A) have any employees,
engage in any transaction with any shareholder that would constitute a conflict of interest or pay dividends; provided that the
foregoing shall not prohibit the Borrower from entering into the Transactions contemplated by its administration agreement with
its corporate administrator or (B) pay any amounts other than in accordance with the terms of the Collateral Documents, (ii) commingle
its funds with those of any other Person or entity; or (iii) hold itself out as being liable for the debts of any other entity.


 


SECTION 7.06.         Other
Business. The Borrower will not engage in any business, undertake any activity or enter into any transaction other than
the Transactions contemplated by the Credit Documents, or other such acts or transactions customarily undertaken or consummated
in connection with the issuance of securities under a collateralized loan obligation transaction; provided that (i) the Borrower
may enter into other agreements with MS&Co. or its Affiliates and (ii) with the consent of the Administrative Agent, the
Borrower may enter into a purchase and sale agreement or other similar agreement in connection with the origination of certain
assets proposed to be included in the CLO, and, in each case, neither such agreement nor the transactions contemplated thereby
shall constitute a violation of this Section 7.06 specifically or this Article VII generally.


 


SECTION 7.07.         Anti-Terrorism;
OFAC; Anti-Corruption. Each of the representations and warranties set out in sub clauses (i) through (v) (inclusive) of Section
4.01(p) shall be deemed here restated and, mutatis mutandis, construed as covenants made and given under this Section 7.07.


 


SECTION 7.08.         Change
of Jurisdiction, Location or Name. The Borrower shall not change the jurisdiction of its formation, make any change to its
corporate name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names unless,
prior to the effective date of any such change in the jurisdiction of its formation, name change or use, the Borrower receives
prior written consent from the Administrative Agent of such change and delivers to the Administrative Agent such financing statements
as the Administrative Agent may request to reflect such name change or use, together with such legal opinions and other documents
and instruments as the Administrative Agent may request in connection therewith. The Borrower will not change the location of its
chief executive office unless prior to the effective date of any such change of location, the Borrower notifies the Administrative
Agent of such change of location in writing.


 




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ARTICLE VIII



Events of Default


 


SECTION 8.01.         Events
of Default.


 


Each of the following
events shall be an Event of Default:


 


(a)          the
Borrower shall fail to pay (i) any principal of any Advance, (ii) the Administrative Agent Fee and/or (iii) the Startup
Expenses or any other amount that is payable to MS&Co. as described under the Engagement Letter and agreed to by the Borrower
in definitive documentation relating to the CLO, in each case, when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)          the
Borrower shall fail to pay any interest on any Advance or any other amount payable under any Credit Document when and as the same
shall become due and payable;


 


(c)          a
Borrowing Base Deficiency exists and has not been remedied in accordance with Section 2.09;


 


(d)          any
representation or warranty made or deemed made by or on behalf of the Borrower or any Equity Investor in or in connection with
any Credit Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, or other document
furnished pursuant to or in connection with any Credit Document or any amendment or modification thereof or waiver thereunder,
shall prove to have been incorrect in any material respect when made or deemed made and the Borrower fails to cure such breach
within ten (10) Business Days after becoming aware of or receiving written notice from the Administrative Agent of such breach;


 


(e)          the
Borrower or any Equity Investor shall fail to observe or perform in any material respect any covenant, condition or agreement contained
in any Credit Document;


 


(f)           any
material breach of the representations, warranties, covenants or agreements of the Warehouse Collateral Manager occurs under the
Warehouse Collateral Management Agreement and (if such breach is capable of being cured) the Warehouse Collateral Manager fails
to cure such breach within ten (10) Business Days after becoming aware of or receiving written notice from the Borrower or
the Administrative Agent of such breach;


 


(g)          there
shall occur an act by any of the Related Companies, or any of their investment management personnel actively involved in managing
the portfolio of the Borrower, that constitutes fraud, gross negligence or criminal activity in the performance of its obligations
under the Warehouse Collateral Management Agreement or in the conduct of its or their asset management business, or any of the
Related Companies being indicted for a criminal offense materially related to its asset management business;


 




    	 	-46-	 



     


    

 


(h)          (i) the
Borrower, any Equity Investor or any Related Company shall fail to make any payment on (x) any indebtedness (other than any
payment that is required to be made to the Lenders under the Credit Documents) or (y) any guaranty obligation in respect of
indebtedness of any other Person, and, in each case, such failure relates to indebtedness having a principal amount of $1,000,000
or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise),
(ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such indebtedness
as described in clause (i) above, if the effect of such event or condition is to accelerate, or to permit the acceleration
of, the maturity of such indebtedness or (iii) any such indebtedness as described clause (i) above shall become
or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof;


 


(i)      
    one or more judgments or orders (or other similar process) involving, in the case of money judgments,
an aggregate amount that exceeds $1,000,000, to the extent not covered by insurance, shall have been rendered against one or
more of the Borrower, any Equity Investor or any Related Company;


 


(j)       
   any provision of any Credit Document or the Warehouse Collateral Management Agreement after delivery
thereof shall for any reason fail or cease to be valid and binding on, or enforceable against, the Borrower, the Warehouse
Collateral Manager or any Equity Investor, or the Borrower, the Warehouse Collateral Manager or any Equity Investor shall so
state in writing;


 


(k)          any
Collateral Document shall for any reason fail or cease to create a valid and enforceable Lien on any Collateral purported to be
covered thereby or, except as permitted by the Credit Documents, such Lien shall fail or cease to be a perfected and first priority
Lien, or any of the Borrower shall so state in writing;


 


(l)           (i) the
Borrower, any Equity Investor or any Related Company shall generally not pay its debts as such debts become due, shall admit in
writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any
proceeding shall be instituted by or against the Borrower, any Equity Investor or any Related Company seeking to adjudicate it
as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition
of it or its debts, under any law, rule or regulation relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official for
it or for any substantial part of its property; provided, however, that, in the case of any such proceedings instituted
against the Borrower, any Equity Investor or any Related Company (but not instituted by the Borrower, any Equity Investor or any
Related Company), either such proceedings shall remain undismissed or unstayed for a period of thirty (30) days or more or
any action sought in such proceedings shall occur, or (iii) the Borrower, any Equity Investor or any Related Company shall
take any corporate action to authorize any action set forth in clauses (i) or (ii) above;


 




    	 	-47-	 



     


    

 


(m)         (i)
failure of the Borrower to maintain at least one Independent Manager, (ii) the removal of any Independent Manager of the Borrower
without "cause" (as such term is defined in the organizational document of the Borrower) or without giving prior written
notice to the Administrative Agent or (iii) an Independent Manager of the Borrower which is not provided by a service listed on
a list approved by the Administrative Agent of pre-approved nationally recognized services is appointed without the consent of
the Administrative Agent;


 


(n)          the
Borrower shall become required to register as an "investment company" in accordance with the Investment Company Act or
the arrangements contemplated by the Credit Documents shall become required to register as an "investment company" in
accordance with the Investment Company Act;


 


(o)          the
Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the
Borrower, or the PBGC shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower;


 


(p)          any
action or proceeding at law or in equity in any way related to any contract entered into by Borrower or any Related Company prior
to the Warehouse Closing Date shall be commenced or pending against the Borrower or any Related Company before any court, tribunal,
governmental body, agency or official or any arbitrator that could reasonably be expected to result in a judgment in an aggregate
amount that exceeds $1,000,000; or


 


(q)          an
Equity Investor transfers all or a portion of its membership interests in the Borrower to any other Person without the written
consent of the Administrative Agent.


 


SECTION 8.02.         Remedies.
During the continuance of an Event of Default (other than an Event of Default described in Section 8.01(l)), and at any time
thereafter, the Administrative Agent may by notice to the Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Commitment, and thereupon the Commitment shall terminate immediately, and (ii) declare
the Advances then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due
and payable may thereafter be declared to be due and payable), and thereupon the principal of the Advances so declared to be due
and payable, together with accrued interest thereon and the Administrative Agent Fee and other Obligations, shall become due and
payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;
and in case of any event with respect to the Borrower described in Section 8.01(l), the Commitment shall automatically terminate
and the principal of the Advances then outstanding, together with accrued interest thereon and all fees and other Obligations,
shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower. In addition to the remedies set forth above, the Administrative Agent and the Collateral Agent may
exercise any remedies provided for by the Collateral Documents in accordance with the terms thereof or any other remedies provided
by applicable law, including, without limitation, rights and remedies of a secured party under the UCC.


 


The powers conferred
on the Administrative Agent, the Collateral Agent and the Lenders hereunder are solely to protect their respective interests in
the Collateral and shall not impose any duty upon it to exercise any such powers. Each Lender, the Administrative Agent and the
Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and
neither it nor any of its officers, directors, employees or agents shall be responsible to the Borrower or any other Person for
any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.


 




    	 	-48-	 



     


    

 


ARTICLE IX



The Administrative Agent and the Collateral Agent


 


SECTION 9.01.         The
Administrative Agent. The Lenders hereby appoint Morgan Stanley Senior Funding, Inc. as the Administrative Agent and
authorize the Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement
and the other Credit Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as
are reasonably incidental thereto.  The Administrative Agent will not receive a fee for its services hereunder. The Administrative
Agent shall act solely as the agent of the Lenders and neither the Borrower nor any other Person shall be a third party beneficiary
of the Administrative Agent’s rights and duties under the Credit Documents.


 


(a)          If
applicable, the Administrative Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with the Borrower as if it were not the Administrative
Agent hereunder.


 


(b)          The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Credit Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default or an Event of Default has occurred and is continuing and (b) the Administrative Agent
shall not have any duty to take any discretionary action or exercise any discretionary powers except as provided in the Credit
Documents or as directed in writing by the Lenders. The Administrative Agent shall not be liable for any action taken or not taken
by it in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Credit Document, (ii) the contents of any certificate, report or other document delivered
thereunder or in connection therewith, or (iii) the validity, enforceability, effectiveness or genuineness of any Credit Document
or any other agreement, instrument or document.


 


The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 




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The Administrative
Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by the Administrative Agent with due care. The Administrative Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Affiliates. The exculpatory provisions of this Section 9.01
shall apply to any such sub-agent and to the Affiliates of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities as Administrative Agent.


 


Anything in this Agreement
notwithstanding, in no event shall the Administrative Agent be liable for special, indirect or consequential loss or damage of
any kind whatsoever (including lost profits), even if the Administrative Agent has been advised of such loss or damage and regardless
of the form of action.


 


The Administrative
Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Administrative Agent, unless
it shall be conclusively determined by a court of competent jurisdiction that the Administrative Agent was grossly negligent or
engaged in willful misconduct in ascertaining the pertinent facts.


 


(c)          Each
Lender and each Equity Investor acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into the applicable Credit Documents. Each Lender and each Equity Investor also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the applicable
Credit Documents, any related agreement or any document furnished hereunder or thereunder.


 


(d)          The
Administrative Agent shall not resign or assign its role as Administrative Agent without the prior written consent of the Borrower
(such consent not to be unreasonably withheld, conditioned or delayed) and the Warehouse Collateral Manager and may not be removed
so long as Morgan Stanley Bank, N.A. or its Affiliate is a Lender; provided that the Administrative Agent may assign
its role as Administrative Agent without the prior written consent of the Borrower or any other Person (x) to an Affiliate
at any time and (y) if it is prohibited from acting as Administrative Agent by any law, regulation, rule or order of any Governmental
Authority, to any other Person at any time upon the promulgation of such law, regulation, rule or order; provided, further,
that, if Morgan Stanley Bank, N.A. or its Affiliate ceases to be a Lender, the Administrative Agent may resign as Administrative
Agent without further action by any Person. Upon any resignation or removal of the Administrative Agent, the Lenders shall have
the right to appoint (with the consent of the Borrower and the Warehouse Collateral Manager) a successor, which successor must
be a Lender or an Affiliate thereof. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor or
assignee, such successor or assignee shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under
the Credit Documents. After the Administrative Agent’s resignation, assignment or removal hereunder, the provisions of this
Section 9.01 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their
respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative
Agent.


 




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SECTION 9.02.         The
Collateral Agent.


 


(a)          The
Administrative Agent and the Lenders hereby appoint U.S. Bank National Association as the Collateral Agent and authorize the Collateral
Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Credit Documents
as are expressly delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental
thereto.  Without limiting the foregoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral
Agent to execute and deliver, and to perform its obligations under, each of the Credit Documents to which the Collateral Agent
is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such Credit Documents. The Collateral
Agent shall act solely as the agent of the Lenders and the Administrative Agent and neither the Borrower nor any other Person shall
be a third party beneficiary of the Collateral Agent’s rights and duties under the Credit Documents.


 


(b)          Without
limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act
as the disbursing and collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections
arising in connection herewith and with the Collateral Documents, including, without limitation, apply the Available Amount in
accordance with Article VI of the Security Agreement, (ii) execute and deliver each Collateral Document to which
it is a party and accept delivery of each such agreement delivered by the Borrower, any Equity Investor or any Related Company,
(iii) act as collateral agent for the Lenders and the Administrative Agent for purposes of the perfection of all security
interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the
Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent
for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the
Collateral, including the Custodial Account, the Reserve Account and any other deposit or securities accounts maintained by the
Securities Intermediary and cash and Eligible Investments held by the Borrower or the Securities Intermediary on behalf of the
Borrower, (iv) during the continuance of an Event of Default, manage, supervise and otherwise deal with the Collateral, as
directed by the Administrative Agent, (v) take such action, as directed by the Administrative Agent, as is necessary or desirable
to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral
Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Credit Document,
exercise all remedies given to the Collateral Agent, the Administrative Agent or the Lenders with respect to the Collateral under
the Credit Documents relating thereto, applicable law or otherwise, as directed by the Administrative Agent. All of the rights,
protections, immunities and indemnities offered to the Collateral Agent under the Security Agreement shall also apply to the Collateral
Agent hereunder.


 




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(c)          The
Collateral Agent may be removed or resign, and a successor Collateral Agent may be appointed, as set forth in Section 5.7
of the Security Agreement.


 


(d)          In
acting under the Collateral Documents, the Collateral Agent shall be obligated only for the performance of such duties as are specifically
set forth in this Agreement and no implied duties shall be read into this Agreement against or on the part of the Collateral Agent.
The Collateral Agent may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver,
consent, instrument or other document (in each case, absent manifest error) believed by it to be genuine and to have been signed
or presented by the proper party or parties. Other than as expressly set forth herein or in the other Credit Documents, the Collateral
Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is agreed
that its duties are purely ministerial in nature. The Collateral Agent shall not be liable for any failure to perform or delay
in performing (unless such failure or delay results from or is caused by a failure or delay on the part of the Collateral Agent)
its specified duties hereunder which results from or is caused by a failure or delay on the part of the Borrower, the Administrative
Agent or the Warehouse Collateral Manager in furnishing necessary, timely and accurate information to the Collateral Agent.


 


(e)          The
Collateral Agent shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Collateral
Agent under the Security Agreement.


 


(f)           The
Collateral Agent agrees to hold any amounts held by it hereunder as custodial agent for the Lender to the extent required herein
for the benefit of the Borrower or the Secured Parties until such time as such amounts are distributed in accordance with the terms
of this Agreement. The Collateral Agent shall be under no liability for interest on any amounts received or held by it hereunder
except, if such funds are invested pursuant to the terms hereof in investments which are deposits in or certificates of deposit
of the Collateral Agent in its commercial capacity, to the extent of income or other gain actually earned on such investments in
accordance with their terms. The preceding sentence shall not be construed to limit or contradict the obligation of the Collateral
Agent to properly credit to the appropriate account any income or other gain actually received by the Collateral Agent on Eligible
Investments.


 


(g)          The
Collateral Agent shall calculate amounts to be remitted pursuant to the Security Agreement to the applicable parties and notify
the Warehouse Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s
calculations and the Manager Report.


 


(h)          The
Collateral Agent shall provide to the Warehouse Collateral Manager a copy of all written notices and communications identified
as being sent to it in connection with the Warehouse Assets and the other Collateral held hereunder which it receives from the
related Obligor, participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation
to take any action on behalf of the Warehouse Collateral Manager in respect of the exercise of any voting or consent rights, or
similar actions, unless it receives specific written instructions from the Warehouse Collateral Manager, prior to the occurrence
of an Event of Default, or the Administrative Agent, after the occurrence of Event of Default, in which event the Collateral Agent
shall vote, consent or take such other action in accordance with such instructions.


 




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(i)           As
promptly as possible after the Warehouse Closing Date, and in any event no later than thirty (30) days after the Closing Date,
the Collateral Agent shall create a database (the “Collateral Database”) with respect to the Warehouse Assets
held by the Borrower on the Warehouse Closing Date, which Collateral Database shall include all information reasonably requested
by the Administrative Agent with respect to the Warehouse Assets and the Collateral, on an individual Warehouse Asset basis and
on a portfolio basis, and shall be based upon information provided by the Warehouse Collateral Manager and other third parties.
The Collateral Agent shall permit access to the information in the Collateral Database by the Warehouse Collateral Manager, the
Borrower and the Administrative Agent no later than thirty (30) days after the Warehouse Closing Date. The Collateral Agent shall
prepare, for review and approval by the Warehouse Collateral Manager and the Administrative Agent: (i) on each Reporting Date,
as of the last calendar day of the previous calendar month, a report containing the information described in Section A of the report
attached hereto as Exhibit F; (ii) on each Business Day, a daily report containing the information described in Section
B of the report attached hereto as Exhibit F; and (iii) by no later than each Interest Payment Date, as of the preceding
Business Day, a report containing the information specified in Section C of the report attached hereto as Exhibit F, in
each case based on information contained in the Collateral Database or as provided by the Borrower, the Administrative Agent, the
Warehouse Collateral Manager or other third-party sources, as applicable. Upon receipt of such report, each of the Borrower, the
Administrative Agent, and the Warehouse Collateral Manager shall indicate their respective approvals of such report or identify
any discrepancy. In the event of any discrepancy between the information set forth in such report provided by the Collateral Agent
to the Borrower, the Administrative Agent and the Warehouse Collateral Manager and any information contained in the books, records
or reports of Borrower, the Administrative Agent and the Warehouse Collateral Manager, such party shall promptly notify the Collateral
Agent thereof and the parties shall cooperate to resolve the discrepancy. For the avoidance of doubt, (1) any determination of
the calculation of interest payable under Section 2.08(a) shall be made by the Administrative Agent, and (2) any determination
of the Borrowing Base calculation, the Value Adjustment Event summary, the priority of payments for each Interest Payment Date
shall be made by the Warehouse Collateral Manager. The Collateral Agent shall provide a daily report (which may be consolidated
with the daily report described above and in Section 1.05(c)) to the Warehouse Collateral Manager, the Borrower and the
Administrative Agent, in an electronic format and in scope mutually acceptable to the Collateral Agent, the Warehouse Collateral
Manager, the Borrower and the Administrative Agent, that summarizes the material information contained in the Collateral Database,
including, without limitation, the test results of the Concentration Limits (and details thereof), the outstanding principal balance
of the Collateral and balances of the Custodial Account and Reserve Account. The Collateral Agent shall update the Collateral Database
promptly for Warehouse Assets acquired or sold or otherwise disposed of and for any amendments or changes to Warehouse Asset amounts
or interest rates, in each case based upon information and data received from the Borrower, the Warehouse Collateral Manager, or
the related bank agent, obligor, or financial information reporting or other third-party sources.


 


(j)           The
Collateral Agent shall establish the Custodial Account and Reserve Accoun in the name of the Borrower subject to the lien and control
of the Collateral Agent for the benefit of the Secured Parties.


 




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(k)          The
Collateral Agent shall track the receipt and daily allocation of cash to the Custodial Account and Reserve Account and any withdrawals
therefrom and, on each Business Day, provide to the Warehouse Collateral Manager daily reports reflecting such actions to the Custodial
Account and Reserve Account as of the close of business on the preceding Business Day.


 


(l)           The
Collateral Agent shall provide the Warehouse Collateral Manager with such other information as may be reasonably requested in writing
by the Warehouse Collateral Manager and as is within the possession of the Collateral Agent.


 


(m)         Nothing
herein shall obligate the Collateral Agent to (i) determine independently the correct characterization or categorization of any
item of Collateral, or to evaluate or verify the Warehouse Collateral Manager’s characterization of any item of Collateral
or (ii) determine the Borrowing Base or whether a Borrowing Base Deficiency or Value Adjustment Event has occurred, any such determination
being based exclusively upon notification the Collateral Agent receives from the Warehouse Collateral Manager and nothing herein
shall obligate the Collateral Agent to review or examine any underlying instrument or contract evidencing, governing or guaranteeing
or securing any Warehouse Asset in order to verify, confirm, audit or otherwise determine any characteristic thereof. For purposes
of monitoring changes in ratings, the Collateral Agent shall be entitled to use and rely (in good faith) exclusively upon one or
more reputable electronic financial information reporting services, and shall have no liability for any inaccuracies in the information
reported by, or other errors or omissions of, any such services.


 


ARTICLE X



Miscellaneous


 


SECTION 10.01.         Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by email, as follows:


 


(i)          if
to the Borrower, to it at 666 Fifth Avenue, New York, New York 10103, Attention: Ross Teune, email: structuredproducts@golubcapital.com,
rteune@golubcapital.com with a copy to the Warehouse Collateral Manager at the address specified below;


 


(ii)         if
to the initial Lender to Morgan Stanley Bank, N.A. 201 South Main Street, Salt Lake City, Utah 84111-2215, email: (for
borrowing requests) mmborrowingrequests@morganstanley.com (for all other purposes) mmloanapprovals@morganstanley.com, with copies
to (i) Morgan Stanley Bank, N.A., 1300 Thames Street, Thames Street Wharf, Baltimore, Maryland 21231, email: (for
borrowing requests) mmborrowingrequests@morganstanley.com (for all other purposes) mmloanapprovals@morganstanley.com, and (ii) Morgan
Stanley & Co. LLC, 1585 Broadway, 25th Floor, New York, New York 10036, Attention: FID Secured Lending
Group, e-mail: (for borrowing requests) mmborrowingrequests@morganstanley.com (for all other purposes) mmloanapprovals@morganstanley.com,
or as otherwise specified in Exhibit A-1, Exhibit A-2 or Exhibit A-3;


 




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(iii)        if
to the Collateral Agent, to U.S. Bank National Association, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, Attention: Global
Corporate Trust Services— Golub Capital BDC 2010-1 LLC, email: golubcapital@usbank.com;


 


(iv)        if
to the Warehouse Collateral Manager, to GC Advisors LLC, 130 Harbour Place, Suite #340, Davidson, North Carolina 28036 Attention:
Structured Products, email: structuredproducts@golubcapital.com;


 


(v)         if
to the Administrative Agent to Morgan Stanley Senior Funding, Inc., 1585 Broadway, New York, 25th Floor, New York
10036, Attention: FID Secured Lending Group, e-mail: (for borrowing requests) mmborrowingrequests@morganstanley.com (for all other
purposes) mmloanapprovals@morganstanley.com with a copy to  Morgan Stanley Bank, N.A., 1300 Thames Street, Thames
Street Wharf, Baltimore, Maryland 21231, Attention: FID Secured Lending Group, email: (for borrowing requests) mmborrowingrequests@morganstanley.com
(for all other purposes) mmloanapprovals@morganstanley.com; or as otherwise specified in Exhibit A-1, Exhibit A-2
or Exhibit A-2; and


 


(vi)        if
to the Equity Investor, then to Golub Capital BDC 2010-1 Holdings LLC, 666 Fifth Avenue, New York, New York 10103, Attention: Ross
Teune, email: structuredproducts@golubcapital.com, rteune@golubcapital.com.


 


(b)          Notices
and other communications to the Administrative Agent hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Administrative Agent.


 


(c)          Any
party hereto may change its mailing address or email address for notices and other communications hereunder by notice to the other
parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.


 


SECTION 10.02.         Waivers;
Amendments. (a) No failure or delay by any Lender or the Administrative Agent in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section
10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of an Advance shall not be construed as a waiver of any Default, regardless
of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.


 




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(b)          Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Administrative Agent; provided that no amendment shall be effective without the prior
consent of, if such amendment affects the rights, liabilities, duties or responsibilities of the Collateral Agent, the Collateral
Agent.


 


SECTION 10.03.         Expenses;
Indemnity; Damage Waiver. Subject always to Section 10.11: (a) The Borrower shall pay all out-of-pocket expenses
(other than, in the case of the Lenders, Taxes, which are exclusively addressed in Section 2.12) incurred by the Collateral
Agent, the Securities Intermediary, the Administrative Agent or any Lender for which the party incurring such expense shall have
provided notice to the Borrower, including the fees, charges and disbursements of any counsel for the Collateral Agent, the Securities
Intermediary, the Administrative Agent or any Lender for which the party incurring such expense shall have provided notice to the
Borrower, in connection with the enforcement or protection of its rights in connection with any Credit Document, including its
rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Advances.


 


(b)          The
Borrower shall indemnify the Collateral Agent, the Administrative Agent, the Securities Intermediary, the Warehouse Collateral
Manager and the Lenders, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee (“Losses”), incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the negotiation, execution or delivery of the Credit
Documents, any amendment thereof or any agreement or instrument contemplated thereby, the performance by the parties thereto of
their respective obligations or the exercise of the parties thereto of their respective rights or the consummation of the Transactions
or any other transactions contemplated thereby, (ii) any Advance or the use of the proceeds therefrom, or (iii) any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful
misconduct of such Indemnitee. To the extent an Indemnitee receives from another party amounts on account of Losses paid by the
Borrower, such Indemnitee shall return to the Borrower the amount so received promptly following receipt by the Indemnitee of such
amounts from the other party. Other than in the case of the Collateral Agent and the Security Intermediary (other than Taxes based
on net income, franchise taxes or profits taxes), this Section 10.03(b) shall not apply with respect to Taxes other than
any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)          To
the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, the Credit Documents or any agreement or instrument contemplated by any Credit Document,
the Transactions, any Advance or the use of the proceeds thereof.


 




    	 	-56-	 



     


    

 


(d)          All
amounts due under this Section shall be payable on the Maturity Date.


 


(e)          The
Securities Intermediary is an intended third party beneficiary of this Section 10.03.


 


(f)           All
indemnification payments for Losses made pursuant to this Article X shall be made on an after-tax basis. Accordingly,
in determining the amount of any indemnification payment for a Loss suffered or incurred by an Indemnitee hereunder, the amount
of such Loss shall be (i) increased to take into account any additional tax cost incurred by the Indemnitee arising from the
receipt of indemnification payments hereunder (“Tax Costs”) and (ii) decreased to take into account any
deduction, credit or other tax benefit actually realized by the Indemnitee with respect to such Loss (the “Tax Benefits”).
In computing the amount of any such Tax Costs or Tax Benefits, the Indemnitee shall be deemed to recognize all other items of income,
gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or
the incurrence or payment of any indemnified Losses.


 


SECTION 10.04.         Binding
Power of the Credit Documents; Successors and Assigns. (a) The provisions of each Credit Document shall be binding upon
and inure to the benefit of the parties hereto, the Warehouse Collateral Manager, and their respective successors and assigns permitted
under such Credit Document.


 


(b)          The
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Except
as expressly set forth herein, nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby,
Participants and the Related Parties of the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(c)          (i)
Subject to the conditions set forth in paragraph (c)(ii) below, any Lender may, without the consent of the Borrower or of
any other Person, assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Advances at the time owing to it) to an Affiliate. Except as permitted in the preceding sentence, prior to the
occurrence of an Event of Default no Lender may otherwise assign all or a portion of its rights and obligations under this Agreement
without the prior written consent of the Borrower and the Warehouse Collateral Manager, such consent not to be unreasonably withheld,
delayed or conditioned.


 


(ii)         Assignments
pursuant to this Section 10.04(c) shall be subject to the following additional conditions:


 


(A)        except
with respect to Affiliate Assignments to the extent set forth in clause (B) below, each partial assignment shall be made as
an assignment of a proportionate part of all of the Lender’s rights and obligations under this Agreement;


 




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(B)        if
an assignment is to an Affiliate of a Lender (such assignment, an “Affiliate Assignment”), such Lender may assign
to its Affiliate its obligation to make one or more specified Advances to be used for the purchase of specified Warehouse Assets
and the related right to receive payments of principal, interest, fees and any other amounts in respect of such Advance without
the assignment of any other rights or obligations of such Lender hereunder; provided that such assignment is made on or prior to
the time of the funding of the applicable Advance; and


 


(C)        the
assignee and the Lender shall execute and deliver an assignment and assumption agreement substantially in the form of Schedule 3.


 


(iii)        From
and after the effective date specified in each assignment and assumption the assignee thereunder shall be a party hereto and, to
the extent of the interest assigned by such assignment and assumption, have the rights and obligations of a Lender under this Agreement,
and the Lender thereunder shall, to the extent of the interest assigned by such assignment and assumption, be released from its
obligations under this Agreement (and, in the case of an assignment and assumption covering all of the Lender’s rights and
obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Section 10.03); provided, that no assignee shall be entitled to receive any greater amount pursuant to Section 2.12(a)
than that to which the assignor would have been entitled to receive had no such assignment occurred.


 


(iv)        The
Administrative Agent, as agent of the Borrower, shall maintain at one of its offices a copy of each assignment and assumption delivered
to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount
of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the parties hereto shall treat each person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, any Lender and the Warehouse Collateral Manager, at any reasonable time and
from time to time upon reasonable prior notice. Upon its receipt of a duly completed assignment and assumption executed by an assigning
Lender and an assignee, the Administrative Agent shall accept such assignment and assumption and record the information contained
therein in the Register.


 




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(d)          Any
Lender may, without the consent of the Warehouse Collateral Manager or any other Person sell participations to one or more banks
or other entities (a “Participant”) in all or a portion of the Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Advance owing to it) or enter into a derivative or similar transaction
having an effect similar to a participation. Each Lender that sells a participation shall, acting solely for this purpose as an
agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each Participant’s interest in the Advances or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Advance
or its other obligations) to any person except to the extent that such disclosure is necessary to establish that such Commitment,
Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary. For the avoidance of doubt, the Administrative Agent and the Collateral Agent (in their respective capacities
as Administrative Agent and Collateral Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)          Each
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of the Lender, and this Section 10.04(e) shall not apply to or limit any such pledge or assignment of a
security interest; provided that no such pledge or assignment of a security interest shall release the Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.


 


SECTION 10.05.         Survival.
All covenants, agreements, representations and warranties made by the Borrower and the Equity Investors herein and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Advances, regardless
of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or a Lender
may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on any Advance or any other amount
payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.12, 10.03 and 10.11 and Article IX shall
survive and remain in full force and effect regardless of the consummation of the Transactions contemplated hereby, the repayment
of the Advances, the expiration or termination of the Commitment, the resignation or removal of the Collateral Agent, Securities
Intermediary or Administrative Agent, or the termination of this Agreement or any provision hereof.


 


SECTION 10.06.         Counterparts;
Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page of this Agreement by email shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


SECTION 10.07.         Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 




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SECTION 10.08.         Governing
Law; Jurisdiction; Consent to Service of Process. (a)  This Agreement shall be governed by, and construed
in accordance with and governed by the law of the State of New York, without regard to principles of conflicts of laws.


 


(b)          Each
party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the
Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may
otherwise have to bring any action or proceeding relating to this Agreement against any other party or its properties in the courts
of any jurisdiction.


 


(c)          Each
party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of this Section 10.08. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(d)          Each
party to this Agreement (except for the Collateral Agent) irrevocably consents to service of process in the manner provided for
notices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.


 


SECTION 10.09.         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 10.10.         Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 




    	 	-60-	 



     


    

 


SECTION 10.11.         Limited
Recourse; No Petition. Notwithstanding anything to the contrary herein, no recourse shall be had for the payment of
any amount owing in respect of any Credit Document against any officer, director, employee, shareholder or incorporator of the
Borrower or their respective successors or assigns. All Obligations (including, but not limited to, the payment of principal, interest
and any amount payable by way of indemnity) shall constitute limited recourse obligations of the Borrower payable solely from the
assets of the Borrower available for the payment of such obligations pursuant to the terms of the Credit Documents. Except as expressly
set forth in Section 10.05, the Borrower’s obligations shall be extinguished upon payment of such obligations as provided
in Article II and the Security Agreement, and no further claim shall be made against the Borrower in respect of any shortfall
after the extinction of such obligations.


 


The Lenders, the Administrative
Agent and the Collateral Agent hereby agree not to commence, or join in the commencement of, any proceedings in any jurisdiction
for the bankruptcy, winding-up or liquidation of the Borrower or any similar proceedings until at least one year (or, if longer,
the applicable preference period then in effect) plus one day, after (A) if the CLO Securities are not issued, the liquidation
of all Warehouse Assets purchased in accordance with the Credit Agreement and (B) if the CLO Securities are issued, payment
in full of all CLO Securities issued under the indenture relating to such CLO Securities; provided, however, that
nothing in this clause shall preclude, or be deemed to estop, the Lenders, the Administrative Agent or the Collateral Agent (A) from
taking any action prior to the expiration of the applicable preference period in (x) any case or proceeding voluntarily filed
or commenced by the Borrower, or (y) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person
other than the Lenders, the Administrative Agent or the Collateral Agent, respectively, or (B) from commencing against the
Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation proceeding.


 


The foregoing restrictions
are a material inducement for the parties hereto to enter into this Agreement and the other applicable transaction documents and
are an essential term of this Agreement. The Administrative Agent or the Borrower may seek and obtain specific performance of such
restrictions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation proceedings, or other similar proceedings under United States federal or state bankruptcy law or similar
laws.


 


The Borrower shall,
to the maximum extent permitted by applicable law, promptly object to the institution of any bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceedings, or other similar proceedings under United States federal or state bankruptcy
law or similar laws against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided
that such obligation shall be subject to the availability of funds therefor.


 




    	 	-61-	 



     


    

 


SECTION 10.12.         Confidentiality.
The parties hereto agree that the existence and terms of this Agreement, the Credit Documents and the Warehouse Collateral Management
Agreement and any information relating thereto (including, without limitation, pricing terms, portfolio information and models
or other reports, whether oral or written, and any information provided by or on behalf of the Borrower or the Warehouse Collateral
Manager) (collectively, the “Confidential Information”) shall be kept confidential and shall not be disclosed, directly
or indirectly, to any other person except to the respective employees, directors, auditors, accountants, counsel and other advisors
of the parties hereto that are directly involved in the considerations of the matters set forth herein and have agreed to maintain
the confidentiality of such information. Notwithstanding the foregoing: (i) any party may disclose the Confidential Information
if it (x) has the prior written consent of the disclosing party, (y) is required to do so by interrogatory, request for
information or documents, subpoena, deposition, civil investigative demand or other process in any judicial or administrative proceeding
or is otherwise required to do so by applicable law, rule or regulation (including, without limitation, disclosures which the recipient
determines are required or advisable under applicable federal securities or banking laws, rules or regulations) or (z) is
requested to do so by any government regulatory or self-regulatory authority, and in the case of (y) if legally permitted
and reasonably practical, the receiving party first notifies the disclosing party; (ii) the Confidential Information will
not include any of the following: (A) information which was already in the possession of the recipient prior to its receipt
from the disclosing party and that was not received from a party known by the recipient to be bound by confidentiality with respect
to such information; (B) information which is obtained by the recipient from a third party who is not otherwise known by the
recipient to be prohibited from transmitting the information to the recipient by a confidentiality agreement; (C) information
which is independently developed by the recipient without use of or reference to the Confidential Information and (D) information
which is or becomes publicly available other than as a result of disclosure by the recipient or anyone to whom recipient discloses
information; (iii) the Borrower and the Warehouse Collateral Manager may disclose any information that the Borrower or the
Warehouse Collateral Manager has provided with respect to any Warehouse Asset and (iv) any party and its representatives may
disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and
state income tax treatment and tax structure of the Transactions contemplated by this Agreement, the other Credit Documents and
the Warehouse Collateral Management Agreement and all materials of any kind (including opinions or other tax analyses) that are
provided to it relating to tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant
to the U.S. federal and state income tax treatment of the transactions described above and does not include information relating
to the identities of the parties, their affiliates, agents or advisors.


 


SECTION 10.13.         Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control
and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Moreover, the parties
to this Agreement waive reliance on any representation made by any other party, whether orally or in writing, prior to the execution
of this Agreement.


 




    	 	-62-	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


 


	 	GOLUB CAPITAL BDC 2010-1 LLC, as Borrower
	 	 	 	 
	 	By:	Golub Capital BDC, Inc. its designated manager
	 	 	 	 
	 	By:	/s/ Ross A. Teune
	 	 	Name:	Ross A. Teune
	 	 	Title:	Chief Financial Officer


 


[Signature Page to MS/Golub Credit Agreement]


 




     


     


    

 


	 	MORGAN STANLEY BANK, N.A.,
	 	as Lender
	 	 	 	 
	 	By:	/s/ Saijid Zaidi
	 	 	Name:	Sajid Zaidi
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC.
	 	as Administrative Agent
	 	 	 	 
	 	By:	/s/ Matthieu Milgrom
	 	 	Name:	Matthieu Milgrom
	 	 	Title:	Authorized Signatory


 


[Signature Page to MS/Golub Credit Agreement]


 




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Collateral Agent
	 	 	 	 
	 	By:	/s/ Leslie Hundley
	 	 	Name:	Leslie Hundley
	 	 	Title:	Vice President


 


[Signature Page to MS/Golub Credit Agreement]


 




     


     


    

 


	GC ADVISORS LLC, as Warehouse Collateral Manager	 
	 	 	 
	By:	/s/ Joshua M. Levinson	 
	Name:	Joshua M. Levinson	 
	Title:	Co-General Counsel and Chief Compliance Officer	 


 


[Signature Page to MS/Golub Credit Agreement]


 




     


     


    

 


	Acknowledged and agreed:	 
	 	 	 
	Golub Capital BDC 2010-1 Holdings, LLC, 	 
	as Equity Investor	 
	 	 	 
	By:	Golub Capital BDC, Inc., its designated manager	 
	 	 	 
	By	/s/ Ross A. Teune	 
	Name:	Ross A. Teune	 
	Title:	Chief Financial Officer	 


 


[Signature Page to MS/Golub Credit Agreement]


 




     


     


    

 


EXHIBIT A-1


 


FORM OF APPROVAL REQUEST


 


[date]


 


Morgan Stanley Senior Funding, Inc.

1585 Broadway, 25th Floor

New York, New York 10036

Attention: FID Secured Lending Group

Email: mmloanapprovals@morganstanley.com


 


		cc:	Morgan Stanley Bank, N.A.

201 South Main Street

Salt Lake City, Utah 84111-2215



 


Morgan Stanley Bank, N.A.

1300 Thames Street

Thames Street Wharf

Baltimore, Maryland 21231

Attention: CLO Team


 


Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attention: CLO Desk

email: mmloanapprovals@morganstanley.com


 


Golub Capital BDC 2010-1 LLC

666 Fifth Avenue

New York, New York 10103

Attention: Ross Teune

Email: structuredproducts@golubcapital.com,

rteune@golubcapital.com


 


Ladies and Gentlemen:


 


Reference is hereby
made to the Credit Agreement, dated as of July 20, 2018 (the “Credit Agreement”), among Golub Capital BDC 2010-1
LLC, as borrower (the “Borrower”), Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc.
as administrative agent and U.S. Bank National Association, as collateral agent. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given such terms in the Credit Agreement.


 




     


     


    

 


Pursuant to the Credit
Agreement, you are hereby notified that the Borrower hereby requests consent to acquire the proposed Warehouse Asset set forth
below and hereby requests that the Administrative Agent deliver to the Borrower an Approval Notice.


 


	Obligation/Obligor/Guarantor	 	Tranche	 	CUSIP
    (if any)	 	Par/Spread/Price	 	Maturity	 	Purchased

    Interest	 	Ratings	 	Industry	 	Collateral
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


In connection with
the purchase of each Warehouse Asset, the Borrower certifies that such Warehouse Asset satisfies the Eligibility Criteria and the
Concentration Limits other than any proposed exceptions thereto as set forth in Schedule 1 attached hereto.


 


	 	Very truly yours,
	 	 
	 	GC ADVISORS, LLC, as Warehouse Collateral Manager of the Borrower
	 	 
	 	By	
	 	 	Name: 
	 	 	Title:


 




    	 	-2-	 



     


    

 


Schedule 1 to

Approval Request


 


Proposed Exceptions to Eligibility Criteria
for Warehouse Asset


 




    	 	-3-	 



     


    

 


EXHIBIT A-2


 


Form
of Approval Notice


 


[Date]


 


(Morgan Stanley Senior
Funding, Inc.)


 


Golub Capital BDC 2010-1 LLC

666 Fifth Avenue

New York, New York 10103

Attention: Ross Teune

Email: structuredproducts@golubcapital.com,

structuredproducts@golubcapital.com


 


		Re:	Credit Agreement, dated as of July 20, 2018



 


Ladies and Gentlemen:


 


This Approval Notice
is delivered to you pursuant to that certain Credit Agreement, dated as of July 20, 2018 (the “Credit Agreement”),
among Golub Capital BDC 2010-1 LLC, as borrower (the “Borrower”), Morgan Stanley Bank, N.A., as lender, Morgan
Stanley Senior Funding, Inc. as administrative agent and U.S. Bank National Association, as collateral agent. Capitalized terms
used but not defined herein shall have the meanings provided in the Credit Agreement.


 




     


     


    

 


Warehouse
Asset


Approval
Notice


 


Date


	 	 	 
	 	 	 


 


WAREHOUSE
Asset Information


 


	 	Obligor Name	 
	 	 	 
	 	 	 
	 	Tranche Description	 
	 	 	 
	 	 	 
	 	Par Amount	 
	 	 	 
	 	 	 
	 	Purchase Price (specify any discount)	 
	 	 	 
	 	 	 
	 	Unfunded Exposure Amount	 
	 	 	 
	 	 	 
	 	Maturity Date	 
	 	 	 
	 	 	 
	 	Approved Exceptions to Eligibility Criteria 	 
	 	for Warehouse Asset	 
	 	 	 
	 	See Attached Schedule 1	 


 


Assigned
Value


 


	 	Assigned Value	 
	 	 	 
	 	 	 
	 	Advance Rate	 
	 	 	 


 


Morgan
stanley Approval


 


	 	Approval Good Until	 
	 	 	 
	 	 	 
	 	Approval Conditioned Upon	 
	 	 	 


 




     


     


    

 


In
Witness Whereof, the undersigned has executed this Approval Notice as of the date first written above.


 


	 	Morgan Stanley Senior Funding, Inc.,
	 	as the Administrative Agent
	 	 	 
	 	By:	 
	 	Name:	              
	 	Title:	 


 




     


     


    

 


Schedule 1 to

Approval Notice


 


Approved Exceptions to Eligibility Criteria
for Warehouse Asset


 




     


     


    

 


EXHIBIT A-3


 


FORM OF BORROWING REQUEST


 


[date]


 


Morgan Stanley Senior Funding, Inc.

1585 Broadway, 25th Floor

New York, New York 10036

Attention: FID Secured Lending Group

Email: mmborrowingrequests@morganstanley.com


 


		cc:	Morgan Stanley Bank, N.A.

201 South Main Street

Salt Lake City, Utah 84111-2215



 


Morgan Stanley Bank, N.A.

1300 Thames Street

Thames Street Wharf

Baltimore, Maryland 21231

Attention: CLO Team


 


Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attention: CLO Desk

email: mmborrowingrequests@morganstanley.com


 


Golub Capital BDC 2010-1 LLC

666 Fifth Avenue

New York, New York 10103

Attention: Ross Teune

Email: structuredproducts@golubcapital.com,

structuredproducts@golubcapital.com


 


Ladies and Gentlemen:


 


Reference is hereby
made to the Credit Agreement, dated as of July 20, 2018 (the “Credit Agreement”), among Golub Capital BDC 2010-1
LLC, as borrower (the “Borrower”), Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc.
as administrative agent and U.S. Bank National Association, as collateral agent. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given such terms in the Credit Agreement.


 




     


     


    

 


Pursuant to the Credit
Agreement, you are hereby notified of the following:


 


		(1)	The Borrower
hereby requests an Advance in the principal amount of $ ____________1
Such Advance shall be deposited to the account identified in the Credit Agreement.



 


		(2)	The Borrower hereby requests that such Advance be made
on the following date: ____________.



 


		(3)	Attached to this Borrowing Request is a true, correct and
complete calculation of the Borrowing Base and all components thereof.



 


		(4)	Attached to this Borrowing Request is a true, correct and
complete list of all Warehouse Assets, if any, which will become part of the Collateral on the date hereof, each Warehouse Asset
reflected thereon being a Warehouse Asset, which list shall include the fair market value of each such Warehouse Asset.



 


		(5)	[In connection with such Advance, the Borrower shall deposit
$ ____________ into the Reserve Account in connection with any Delayed Drawdown Debt Obligation or Revolving Obligation, as applicable,
funded by such Advance.]



 


		(6)	In connection with the purchase of each Warehouse Asset,
the Borrower certifies that:



 


(a)          to
the best of its knowledge, such Warehouse Asset is not a Defaulted Asset at this time;


 


(b)          at
the time the trade for such Warehouse Asset was entered into, such Warehouse Asset satisfied the Eligibility Criteria and the Concentration
Limits;


 


(c)          The
representations and warranties of each of the Warehouse Collateral Manager and the Borrower, respectively, set forth in the Credit
Agreement are true, correct and complete in all material respects (or, in the case of any representation and warranty that is already
qualified by materiality, subject to the materiality standard set forth therein) on and as of such date, before and after giving
effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date (other than any
representation or warranty that is made as of a specific date);


 





 






1
The amount of such Advance shall not cause Advances outstanding to exceed the Borrowing Base; provided that the amount of
such Advance must be at least equal to $250,000.


 




    	 	-2-	 



     


    

 


(d)          (i)
No Event of Default has occurred and is continuing, or would result from such Advance and no Default or Borrowing Base Deficiency
exists or would result from such Advance, and (ii) the Advances outstanding do not exceed the Borrowing Base, both prior to
and after giving effect to such Advance; and


 


(e)          Each
of the Warehouse Collateral Manager and the Borrower, respectively, is in compliance with each of its covenants set forth in the
Credit Documents.


 


		(7)	The undersigned certifies that all information contained
herein and in the attached Borrowing Base Certificate is true, correct and complete as of the date hereof.



 


[Attach Borrowing Base Certificate and Warehouse
Asset Schedule]


 


	 	Very truly yours,
	 	 
	 	GC ADVISORS, LLC, as Warehouse Collateral Manager of the Borrower
	 	 
	 	By	 
	 	 	Name: 	 
	 	 	Title:	 


 




    	 	-3-	 



     


    

 


Form
of Borrowing Base Certificate


 


[_____] [__], 20[__]


 


Reference is made to
that certain Credit Agreement, dated as of July 20, 2018 (the “Credit Agreement”), among Golub Capital BDC 2010-1
LLC, as borrower (the “Borrower”), Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc.
as administrative agent and U.S. Bank National Association, as collateral agent. Capitalized terms used but not defined herein
shall have the meanings provided in the Credit Agreement.


 


As of the date hereof,
the undersigned each certify that (i) all of the information set forth in Annex I attached hereto is true, correct and complete,
(ii) no Event of Default has occurred and no Default or Borrowing Base Deficiency exists under the Credit Agreement; and (iii)
solely with respect to itself, each of the representations and warranties contained in the Credit Agreement is true, correct and
complete.


 


[Remainder of Page Intentionally
Left Blank]


 




    	 	-4-	 



     


    

 


Certified as of the date first written above.


 


	 	GOLUB CAPITAL BDC 2010-1 LLC, as Borrower
	 	 	 
	 	By:	Golub Capital BDC, Inc. its designated manager
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	GC ADVISORS, LLC, as the Warehouse Collateral Manager
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	-5-	 



     


    

 


Annex
I


 


Borrowing
Base Report


 


(see attached)


 




    	 	-6-	 



     


    

 


EXHIBIT B


 


INVESTMENT RESTRICTIONS


 


ELIGIBILITY CRITERIA


 


Each Warehouse Asset
pledged to the Collateral Agent for the benefit of the Secured Parties under the Credit Documents shall, on the date on which the
Borrower enters into an irrevocable commitment to acquire such Warehouse Asset, satisfy the following eligibility criteria (the
“Eligibility Criteria”); provided that, if such Warehouse Asset does not satisfy the representations
and warranties below, the Administrative Agent may expressly consent in its sole discretion to the inclusion of such Warehouse
Asset as a Warehouse Asset; provided, further, that the Administrative Agent will only be considered to have consented
to such inclusion if the Borrower and the Warehouse Collateral Manager have expressly acknowledged that one or more of the representations
and warranties below are not true with respect to such Warehouse Asset.


 


		1.	As of the related Cut-Off Date, each such Warehouse
Asset has been approved in writing by the Administrative Agent in its sole discretion.



 


		2.	As of the related Cut-Off Date, each such Warehouse Asset
is a First Lien Loan, Second Lien Loan, Unitranche Loan or FLLO Loan, evidenced by a note or a credit document and an assignment
document in the form specified in the applicable credit agreement or, if no such specification, on a form acceptable to the agent
in respect of such Warehouse Asset. Each such Warehouse Asset is subject to a valid, subsisting and enforceable first priority
perfected security interest (subject only to Permitted Liens) in favor of the Collateral Agent, on behalf of the Secured Parties,
and the Borrower has good and marketable title to, and is the sole owner of, such Warehouse Asset, free and clear of all Liens
other than any Permitted Liens.



 


		3.	The Obligor with respect to each such Warehouse Asset is
organized under the laws of the United States or any state thereof, the United Kingdom, Ireland, the Netherlands, Canada or Luxembourg.



 


		4.	Each such Warehouse Asset is denominated and payable only
in U.S. dollars and does not permit the currency or country in which such Warehouse Asset is payable to be changed.



 


		5.	As of the Cut-Off Date, no such Warehouse Asset is Margin
Stock.



 


		6.	The acquisition of such Warehouse Asset does not cause
the Borrower or the assets constituting the Collateral to be required to be registered as an investment company under the Investment
Company Act.



 




     


     


    

 


		7.	As of the Cut-Off Date, each such Warehouse Asset is not
a DIP Loan.



 


		8.	No such Warehouse Asset is principally secured by interests
in real property.



 


		9.	Each such Warehouse Asset constitutes a legal, valid, binding
and enforceable obligation of the Obligor thereunder and each guarantor thereof, enforceable against each such Person in accordance
with its terms, subject to usual and customary bankruptcy, insolvency and equity limitations, and there are no conditions precedent
to the enforceability or validity of the Warehouse Asset that have not been satisfied or validly waived.



 


		10.	[Reserved].



 


		11.	Such Warehouse Asset is not a Defaulted Asset or Credit
Risk Loan.



 


		12.	The Warehouse Collateral Manager is not an Affiliate of
the Obligor with respect to such Warehouse Asset.



 


		13.	The acquisition of any such Warehouse Asset by the Borrower
and the Grant thereof would not (a) violate any Applicable Law or (b) cause the Administrative Agent or the Lenders
to fail to comply with any request or directive (whether or not having the force of law) from any banking or other Governmental
Authority having jurisdiction over the Administrative Agent or the Lenders.



 


		14.	Pursuant to the Underlying Instruments with respect to
such Warehouse Asset, (a) either (i) such Warehouse Asset is freely assignable to the Borrower and able to be Granted
to the Collateral Agent, on behalf of the Secured Parties, without the consent of the Obligor or (ii) all consents necessary
for assignment of such Warehouse Asset to the Borrower and Grant to the Collateral Agent for the benefit of the Secured Parties
have been obtained and (b) the Underlying Instruments requires only usually and customary consents and provides that any
consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights
to enforce rights and remedies in respect of the same under the applicable Underlying Instruments inure to the benefit of the
holder of such Warehouse Asset (subject to the rights of any applicable agent or other lenders).



 


		15.	The funding obligations for each such Warehouse Asset and
the Underlying Instruments under which such Warehouse Asset was created have been fully satisfied and all sums available thereunder
have been fully advanced, or if such Warehouse Asset is a Delayed Drawdown Debt Obligation, the Borrower shall have or have caused
to be, at the time of the acquisition of such Warehouse Asset by the Borrower, deposited into the Reserve Account an amount in
Dollars equal to the unfunded amount with respect to a Delayed Drawdown Debt Obligation.



 




    	 	-2-	 



     


    

 


		16.	As of the related Cut-Off Date, no such Warehouse Asset
is the subject of any assertions in respect of, any litigation, right of rescission, set-off, counterclaim or defense, including
the defense of usury, by the related Obligor, nor will the operation of any of the terms of the Underlying Instruments, or the
exercise of any right thereunder, render the Underlying Instruments unenforceable in whole or in part, or subject to any right
of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto, and the Underlying Instruments with respect to the Warehouse Asset provide
for an affirmative waiver by the related Obligor of all rights of rescission, set-off and counterclaim against the Borrower and
its assignees.



 


		17.	No such Warehouse Asset has been repaid, prepaid, satisfied
or rescinded, in each case, in full.



 


		18.	No such Warehouse Asset has been sold, transferred, assigned
or pledged by the Borrower to any Person other than the Collateral Agent for the benefit of the Secured Parties.



 


		19.	Such Warehouse Asset is not subject to United States or
foreign withholding tax unless the Obligor thereon is required under the terms of the related Underlying Instruments to make “gross-up”
payments that cover the full amount of such withholding tax on an after-tax basis in the event of a Change in Law.



 


		20.	To the knowledge of the Borrower and the Warehouse Collateral
Manager, as of the Cut-Off Date, the Obligor with respect to such Warehouse Asset (and any guarantor of such Obligor’s obligations
thereunder), had full legal capacity to execute and deliver the Underlying Instruments which creates such Warehouse Asset and
any other documents related thereto.



 


		21.	As of the Cut-Off Date, the Obligor of each such Warehouse
Asset is not a Governmental Authority.



 


		22.	There are no proceedings pending or, to the Borrower’s
knowledge, threatened (a) asserting insolvency of the Obligor of such Warehouse Asset, or (b) wherein the Obligor of
such Warehouse Asset, any other obligated party or any Governmental Authority has alleged that such Warehouse Asset or the Underlying
Instruments which creates such Warehouse Asset is illegal or unenforceable.



 




    	 	-3-	 



     


    

 


		23.	Each such Warehouse Asset requires the related Obligor
to pay all material maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect
to the Related Collateral.



 


		24.	To the knowledge of the Borrower and the Warehouse Collateral
Manager, the Related Collateral to each such Warehouse Asset has not, and will not, be used by the related Obligor in any manner
or for any purpose which would result in any material risk of liability being imposed upon the Borrower, the Administrative Agent
or the Lenders under any federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules, regulations,
permits, judgments, agreements or order related to or addressing the environment, health or safety.



 


		25.	Each such Warehouse Asset has an original term to maturity
of not greater than seven (7) years.



 


		26.	Each such Warehouse Asset does not contain confidentiality
restrictions that would prohibit the Administrative Agent or the Lenders from accessing all necessary information (as required
to be provided pursuant to the Credit Documents) with regards to such Warehouse Asset.



 


		27.	No such Warehouse Asset is a PIK Loan, unless such Warehouse
Asset has a current cash coupon of at least 5.0% and such coupon is payable at least quarterly.



 


		28.	Each such Warehouse Asset (a) was originated and underwritten,
or purchased and re-underwritten, by the Warehouse Collateral Manager or an Affiliate thereof including, without limitation, the
completion of a due diligence and, if applicable, a collateral assessment and (b) is being serviced by the Warehouse Collateral
Manager in accordance with the Management Standard.



 


		29.	All loan files are being or shall be maintained in accordance
with the Management Standard.



 


		30.	Each such Warehouse Asset is not an extension of credit
by the Borrower to the Obligor for the purpose of (a) making any past due principal, interest or other payments due on such
Warehouse Asset, (b) preventing such Warehouse Asset or any other loan to the related Obligor from becoming past due or (c) preventing
such Warehouse Asset from becoming defaulted.



 




    	 	-4-	 



     


    

 


		31.	To the knowledge of the Borrower and the Warehouse Collateral
Manager, the Obligor with respect to such Warehouse Asset, on the applicable date of determination, (a) is a business organization
(and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (b) is
a legal operating entity or holding company; (c) has not entered into the Warehouse Asset primarily for personal, family
or household purposes; and (d) as of the related Cut-Off Date, is not the subject of a Bankruptcy Event, and, as of the related
Cut-Off Date, such Obligor is not in financial distress and has not experienced a material adverse change in its condition, financial
or otherwise, in each case, as determined by the Warehouse Collateral Manager in accordance with the Management Standard unless
approved in writing by the Administrative Agent.



 


		32.	All information provided by the Borrower or the Warehouse
Collateral Manager to the Administrative Agent or the Lenders in writing with respect to such Warehouse Asset is true, complete
and correct in all material respects as of the date provided.



 


		33.	Each such Warehouse Asset is not an Equity Security and
does not provide for the conversion into an Equity Security.



 


		34.	As of the Cut-Off Date, no selection procedure adverse
to the interests of the Secured Parties was utilized by the Borrower or the Warehouse Collateral Manager in the selection of such
Warehouse Asset for inclusion in the Collateral.



 


		35.	Each such Warehouse Asset is not a participation interest.



 


		36.	No such Warehouse Asset is a high-yield bond, a Bridge
Loan, a Zero-Coupon Obligation, a Revolving Obligation, an unsecured loan, a commercial real estate loan, a letter of credit or
in support of a letter of credit, a lease, a Synthetic Security, an interest in a grantor trust, a step-down obligation or a Structured
Finance Obligation.



 


		37.	No such Warehouse Asset is subject to substantial non-credit
related risk, as reasonably determined by the Warehouse Collateral Manager in accordance with the Management Standard.



 


		38.	Each such Warehouse Asset is Registered.



 


		39.	As of the related Cut-Off Date, no such Warehouse Asset
is the subject of an offer, exchange or tender by the related Obligor.



 


CONCENTRATION LIMITS


 


The Borrower shall not
acquire Warehouse Assets in excess of the limitations set forth below (the “Concentration Limits”) for the purposes
of determining the Excess Concentration Amount unless consented to by the Administrative Agent in writing (or email) in its sole
and absolute discretion:


 


		1.	not more than 3.0% of the Concentration Denominator may
consist of Warehouse Assets that are issued by a single Obligor and its Affiliates, except that Warehouse Assets issued by the
five (5) largest Obligors and their respective Affiliates may constitute up to 5.0% of the Concentration Denominator;



 




    	 	-5-	 



     


    

 


		2.	not more than 12.0% of the Concentration Denominator
may consist of Warehouse Assets that are issued by Obligors that belong to any single S&P Industry Classification, except
that:



 


		(i)	Warehouse Assets issued by Obligors that belong to the
largest S&P Industry Classification may constitute up to 20.0% of the Concentration Denominator;



 


		(ii)	Warehouse Assets issued by Obligors that belong to the
second largest S&P Industry Classification may constitute up to 17.5% of the Concentration Denominator; and



 


		(iii)	Warehouse Assets issued by Obligors that belong to the
third largest S&P Industry Classification may constitute up to 15.0% of the Concentration Denominator;



 


		3.	not more than 5.0% of the Concentration Denominator may
consist of Warehouse Assets that are Delayed Drawdown Debt Obligations;



 


		4.	not more than 25.0% of the Concentration Denominator may
consist of Warehouse Assets that are Cov-Lite Loans that are not Broadly Syndicated Loans;



 


		5.	not more than 20.0% of the Concentration Denominator may
consist of Warehouse Assets that are Recurring Revenue Loans;



 


		6.	not more than 5.0% of the Concentration Denominator may
consist of Warehouse Assets that are PIK Loans, including Warehouse Assets which become PIK Loans as the result of a Material
Modification; and



 


		7.	not more than 15.0% of the Concentration Denominator may
consist of Warehouse Assets that are domiciled, organized or incorporated in an Eligible Country other than the United States,
except that:



 


		(i)	Warehouse Assets that are domiciled, organized or incorporated
in Canada may constitute up to 15.0% of the Concentration Denominator; and



 


		(ii)	Warehouse Assets that are domiciled, organized or incorporated
in an Eligible Country other than the United States or Canada may constitute up to 10.0% of the Concentration Denominator; and



 


		8.	not more than 7.5% of the Concentration Denominator may
consist of Warehouse Assets that are FLLO Loans or Second Lien Loans;



 




    	 	-6-	 



     


    

 


		9.	not more than 5.0% of the Concentration Denominator
may consist of Warehouse Assets that are fixed rate Warehouse Assets;



 


		10.	not more than 15% of the Concentration Denominator may
consist of Warehouse Assets other than Recurring Revenue Loans that are issued by an Obligor that has EBITDA as of the Cut-Off
Date of less than $10,000,000;



 


		11.	not more than 17.5% of the Concentration Denominator may
consist of Warehouse Assets that are rated CCC+ or below by S&P; and



 


		12.	not more than 17.5% of the Concentration Denominator may
consist of Warehouse Assets that are rated CCC+ or below by Fitch.



 


Certain Defined Terms


 


The following capitalized
terms shall have the meanings set forth below:


 


“Bridge Loan”
means any loan that (a) is unsecured and incurred in connection with a merger, acquisition, consolidation or sale of all or
substantially all of the assets of a person or similar transaction and (b) by its terms, is required to be repaid within one (1)
year of the incurrence thereof with proceeds from additional borrowings or other refinancings.


 


“Broadly Syndicated
Loan” means any First Lien Loan with (a) EBITDA of $75,000,000 or greater and (b) an observable quote with
a bid depth of at least three (3) from LoanX Mark-It Partners or Loan Pricing Corporation or as otherwise designated by the
Lender on a name-by-name basis.


 


“Cov-Lite
Loan” means a Warehouse Asset that is not subject to any Maintenance Covenants; provided that a Warehouse Asset
shall not constitute a Cov-Lite Loan if the Underlying Instruments contain a cross-default provision to, or such Warehouse Asset
is pari passu with another loan of the Obligor forming part of the same loan facility that requires the Obligor to comply
with one or more Maintenance Covenants.


 


“Credit Risk
Loan” means a Warehouse Asset that is not a Defaulted Asset but which has, in the Borrower’s or the Warehouse Collateral
Manager’s reasonable judgment (exercised in accordance with the Management Standard), a significant risk of declining in
credit quality and, with lapse of time, becoming a Defaulted Asset.


 


“Deferrable
Security” means an obligation which, by the terms of its underlying instruments, is permitted to “pay in kind”
or defer interest payments.


 


“DIP Loan”
means a Warehouse Asset (a) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy
Code, (b) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (c) the terms of which have been approved
by a court of competent jurisdiction.


 




    	 	-7-	 



     


    

 


“Domicile”
means, with respect to any Warehouse Asset obligor, either (a) if it is organized in a Tax Jurisdiction, the country in which
a majority of its assets are located or from which its revenues or value are derived, directly or through Subsidiaries, as determined
by the Warehouse Collateral Manager, (b) if its payment obligations in respect of such Warehouse Asset are guaranteed by a
person or entity that is organized in the United States or Canada, then the United States or Canada or (c) otherwise, its
country of incorporation or organization.


 


“Eligible
Country” means any of the United States, Netherlands Antilles, Bermuda, Canada, the Cayman Islands, the Bahamas, Guernsey,
Jersey, the Isle of Man, Luxembourg or the British Virgin Islands or any other country that has a Fitch foreign currency rating
of at least “AA+” and an S&P foreign issuer credit rating of at least “AA+”.


 


“Equity Security”
means (a) any equity security or any other security that is not eligible for purchase by the Borrower as a Warehouse Asset and
(b) any security purchased as part of a "unit" with a Warehouse Asset and that itself is not eligible for purchase by
the Borrower as a Warehouse Asset


 


“First Lien
Loan” means any Warehouse Asset (a) that is secured by a valid and perfected first priority Lien on substantially
all of the Obligor’s assets constituting Related Collateral, subject to any expressly permitted Liens under the Underlying
Instrument for such Warehouse Asset or such comparable definition if “permitted liens” is not defined therein, (b) that
provides that the payment obligation of the Obligor on such Warehouse Asset is either senior to, or pari passu with, and
is not (and cannot by its terms become) subordinate in right of payment to all other indebtedness of such Obligor, (c) for
which Liens on the Related Collateral securing any other outstanding indebtedness of the Obligor (excluding expressly permitted
Liens described in clause (a) above but including Liens securing Second Lien Loans) is subordinate to the priority
Liens securing such First Lien Loan, (d) that the Warehouse Collateral Manager determines in accordance with the Management
Standard that the value of the Related Collateral (including the enterprise value of the business) and the ability to generate
cash flow on or about the time of origination equals or exceeds the outstanding principal amount of the Warehouse Asset plus the
aggregate outstanding balances of all other indebtedness of equal seniority secured by the same Related Collateral, (e) for
which the Senior Leverage Ratio as of the Cut-Off Date is less than 4.50:1.00, and (f) that is not a Second Lien Loan, Unitranche
Loan or FLLO Loan.


 


“FLLO Loan”
means any Warehouse Asset that satisfies all of the requirements set forth in the definition of “First Lien Loan” except
that, at any time prior to and/or after an event of default under the Underlying Instrument, such Warehouse Asset will be paid
after one or more tranches of First Lien Loans issued by the Obligor have been paid in full in accordance with a specified waterfall
or other priority of payments as specified in the Underlying Instrument, an agreement among lenders or other applicable agreement.


 




    	 	-8-	 



     


    

 


“High-Yield
Bonds” means below investment-grade corporate high-yield debt securities issued by obligors organized in Eligible Countries.


 


“Loan”
means a U.S. Dollar denominated bank loan on which the borrower is a corporation, limited liability company, partnership or
trust that is organized in an Eligible Country or is guaranteed by an entity organized in an Eligible Country.


 


“Maintenance
Covenant” means, as of any date of determination, a covenant by the Obligor of a Warehouse Asset to comply with one or
more financial covenants during each reporting period applicable to such Warehouse Asset, whether or not any action by, or event
relating to, the Obligor occurs after such date of determination; provided that a covenant that otherwise satisfies the
definition hereof and only applies when amounts are outstanding under the related Warehouse Asset shall be a Maintenance Covenant.


 


“PIK Loan”
means a Warehouse Asset which provides for a portion of the interest that accrues thereon to be added to the principal amount of
such Warehouse Asset for some period of time prior to such Warehouse Asset requiring the current cash payment of such previously
capitalized interest, which cash payment shall be treated as interest collections at the time it is received.


 


“Revolving
Obligation” means a loan that is a line of credit or contains an unfunded commitment arising from an extension of credit
to an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed.


 


“Second Lien
Loan” means any Warehouse Asset (a) that is secured by a valid and perfected Lien on substantially all of the Obligor’s
assets constituting Related Collateral for such Warehouse Asset, subject only to the prior Lien provided to secure the obligations
under a “first lien” loan pursuant to typical commercial terms, and any other expressly permitted Liens under the Underlying
Instrument for such Warehouse Asset, including any “permitted liens” as defined in such Underlying Instrument, or such
comparable definition if “permitted liens” is not defined therein, (b) that provides that the payment obligation of
the Obligor on such Warehouse Asset is “senior debt” and, except for the express lien priority provisions under the
documentation of the “first lien” lenders, is either senior to, or pari passu with, all other indebtedness of
such Obligor, and (c) that the Warehouse Collateral Manager determines in accordance with the Management Standard that the value
of the Related Collateral (including the enterprise value of the business) and the ability to generate cash flow on or about the
time of origination equals or exceeds the outstanding principal balance of the Warehouse Asset plus the aggregate outstanding balances
of all other indebtedness of equal or greater seniority secured by the same Related Collateral (including, without limitation,
the outstanding principal balance of the “first lien” loan).


 


“Senior Secured
Bond” means any bond that is secured by the pledge of collateral and has the most senior pre-petition priority (including
pari passu with other obligations of the obligor, but subject to customary permitted liens, such as, but not limited to,
any tax liens) in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings.


 




    	 	-9-	 



     


    

 


“Senior Secured
Loan” means a loan (or participation interest therein) (i) that is not (and cannot by its terms become) subordinate
(except with respect to liquidation preferences with respect to pledged collateral) in right of payment to any obligation of the
obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, and (ii) that is
secured by a valid first priority lien or security interest on specified assets securing the obligor’s obligations with respect
to such loan, which specified assets do not consist solely of intangibles or common stock issued by the obligor or any of its Affiliates.


 


“Senior Secured
Note” means any note that is not (and cannot by its terms become, in any bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation proceedings or otherwise) subordinate (except with respect to liquidation preferences with respect to
pledged collateral) in right of payment to any obligation of the obligor but subject to customary permitted liens, such as, but
not limited to, any tax liens and is secured by a valid first-priority perfected pledge of collateral.


 


“Structured
Finance Security” means any obligation of a special purpose vehicle secured directly by, referenced to, or representing
ownership of, a pool of receivables or other assets, including collateralized debt obligations and single asset repackages.


 


“Synthetic
Security” means a security or swap transaction that has payments associated with either payments of interest and/or principal
on a reference obligation or the credit performance of a reference obligation.


 


“Tax Jurisdiction”
means one of the jurisdictions of the Bahamas, Bermuda, the British Virgin Islands, the Cayman Islands, the Channel Islands, Jersey,
Singapore, the Netherlands Antilles or the U.S. Virgin Islands.


 


“Unitranche
Loan” means any Warehouse Asset (a) that is secured by a valid and perfected first priority Lien on substantially
all of the Obligor’s assets constituting Related Collateral for such Warehouse Asset, subject to expressly permitted Liens,
including any “permitted liens” as defined in the Underlying Instrument for such Warehouse Asset or such comparable
definition if “permitted liens” is not defined therein and (b) that provides that the payment obligation of the
Obligor on such Warehouse Asset is either senior to, or pari passu with, all other indebtedness of such Obligor; provided
that any Warehouse Asset that would otherwise constitute a First Lien Loan but for clause (e) of the definition thereof
shall constitute a Unitranche Loan.


 


“Unsecured
Loan” means a loan that is not secured by any lien or security interest on the assets of the obligor.


 


“Zero-Coupon
Obligation” means any loan that, at the time of purchase, does not by its terms provide for the payment of cash interest.


 




    	 	-10-	 



     


    

 


EXHIBIT C


 


S&P Industry Classifications


 


	Asset Type

Code	 	Asset Type Description
	1020000	 	Energy Equipment & Services
	1030000	 	Oil, Gas & Consumable Fuels
	2020000	 	Chemicals
	2030000	 	Construction Materials
	2040000	 	Containers & Packaging
	2050000	 	Metals & Mining
	2060000	 	Paper & Forest Products
	3020000	 	Aerospace & Defense
	3030000	 	Building Products
	3040000	 	Construction & Engineering
	3050000	 	Electrical Equipment
	3060000	 	Industrial Conglomerates
	3070000	 	Machinery
	3080000	 	Trading Companies & Distributors
	3110000	 	Commercial Services & Supplies
	9612010	 	Professional Services
	3210000	 	Air Freight & Logistics
	3220000	 	Airlines
	3230000	 	Marine
	3240000	 	Road & Rail
	3250000	 	Transportation Infrastructure
	4011000	 	Auto Components
	4020000	 	Automobiles
	4110000	 	Household Durables
	4130000	 	Textiles, Apparel & Luxury Goods
	4210000	 	Hotels, Restaurants & Leisure
	9551701	 	Diversified Consumer Services
	4310000	 	Media
	4410000	 	Distributors
	4420000	 	Internet and Catalog Retail
	4430000	 	Multiline Retail
	4440000	 	Specialty Retail
	5020000	 	Food & Staples Retailing
	5110000	 	Beverages
	5120000	 	Food Products
	5130000	 	Tobacco
	5210000	 	Household Products
	5220000	 	Personal Products
	6020000	 	Health Care Equipment & Supplies


 




     


     


    

 


	Asset Type

Code	 	Asset Type Description
	6030000	 	Health Care Providers & Services
	9551729	 	Health Care Technology
	6110000	 	Biotechnology
	6120000	 	Pharmaceuticals
	9551727	 	Life Sciences Tools & Services
	7011000	 	Banks
	7020000	 	Thrifts & Mortgage Finance
	7110000	 	Diversified Financial Services
	7120000	 	Consumer Finance
	7130000	 	Capital Markets
	7210000	 	Insurance
	7311000	 	Real Estate Investment Trusts (REITs)
	7310000	 	Real Estate Management & Development
	8020000	 	Internet Software & Services
	8030000	 	IT Services
	8040000	 	Software
	8110000	 	Communications Equipment
	8120000	 	Technology Hardware, Storage & Peripherals
	8130000	 	Electronic Equipment, Instruments & Components
	8210000	 	Semiconductors & Semiconductor Equipment
	9020000	 	Diversified Telecommunication Services
	9030000	 	Wireless Telecommunication Services
	9520000	 	Electric Utilities
	9530000	 	Gas Utilities
	9540000	 	Multi-Utilities
	9550000	 	Water Utilities
	9551702	 	Independent Power and Renewable Electricity Producers
	PF1	 	Project finance: Industrial equipment
	PF2	 	Project finance: Leisure and gaming
	PF3	 	Project finance: Natural resources and mining
	PF4	 	Project finance: Oil and gas
	PF5	 	Project finance: Power
	PF6	 	Project finance: Public finance and real estate
	PF7	 	Project finance: Telecommunications
	PF8	 	Project finance: Transport


 




    	 	-2-	 



     


    

 


EXHIBIT D


 


FORM OF MANAGER REPORT


 


[see attached]


 




     


     


    

 


EXHIBIT E


 


FORM OF MANAGER’S CERTIFICATE (MANAGER
REPORT)


 


[Date]


 


Morgan Stanley Senior Funding, Inc.

1585 Broadway, 25th Floor

New York, New York 10036

Attention: FID Secured Lending Group

Email: mmborrowingrequests@morganstanley.com






 


		cc:	Morgan Stanley Bank, N.A.

201 South Main Street

Salt Lake City, Utah 84111-2215



 


Morgan Stanley Bank, N.A.

1300 Thames Street

Thames Street Wharf

Baltimore, Maryland 21231

Attention: CLO Team


 


Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attention: CLO Desk

email: mmloanapprovals@morganstanley.com


 


Golub Capital BDC 2010-1 LLC

666 Fifth Avenue

New York, New York 10103

Attention: Ross Teune

Email: structuredproducts@golubcapital.com,

structuredproducts@golubcapital.com


 


Ladies and Gentlemen:


 


Reference is hereby
made to the Credit Agreement, dated as of July 20, 2018 (the “Credit Agreement”), among Golub Capital BDC 2010-1
LLC, as borrower (the “Borrower”), Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc.
as administrative agent and U.S. Bank National Association, as collateral agent. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given such terms in the Credit Agreement. This Manager’s Certificate relates
to the Manager Report set forth on the attached Schedule A.


 




     


     


    

 


		1.	GC Advisors LLC is the Warehouse Collateral Manager
under the Credit Agreement.



 


		2.	The undersigned hereby certifies to the Administrative
Agent, the Collateral Agent and each Lender that, as of the date hereof, no Event of Default or Default has occurred [(other than
any such Event of Default or Default which has previously been disclosed to the Administrative Agent in writing)].



 


		3.	The undersigned hereby certifies to the Administrative
Agent, the Collateral Agent, the Lender and the other Secured Parties that all of the foregoing information and all of the information
set forth on the attached Schedule A is true, complete and accurate as of the date hereof.



 


[Remainder of Page Left Intentionally Blank]


 




    	 	-2-	 



     


    

 


In
Witness Whereof, the undersigned has caused this Manager’s Certificate to be duly executed as of the date first written
above.


 


	 	GC ADVISORS, LLC, as the Warehouse Collateral Manager
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 




    	 	-3-	 



     


    

 


Schedule
A


 


Manager
Report


 


(see attached)


 




    	 	-4-	 



     


    

 


Exhibit
F


 


Form
of reportS


 


The Collateral Agent
shall provide periodic reports (as specified below) to the Warehouse Collateral Manager, the Borrower and the Administrative Agent,
in an electronic format agreed to by the Collateral Agent and the Administrative Agent, which shall contain the following information:


 


		A.	Monthly:



 


		1.	Excess Concentration Amount



 


		2.	Borrowing Base calculation



 


		3.	Outstanding principal balances of the Collateral



 


		4.	Balances of the Custodial Account and Reserve Account



 


		5.	Value Adjustment Event summary (including a list of
assets that are subject to a Value Adjustment Event, the date on which the Value Adjustment Event occurred, and the type of Value
Adjustment Event)



 


		B.	Daily:



 


		1.	Balances of the Custodial Account and Reserve Account



 


		2.	Test results of Concentration Limitations



 


		3.	Outstanding principal balances of the Collateral



 


		4.	Calculation of interest due pursuant to Section 2.08(a)



 


		C.	Quarterly:



 


		1.	Priority of payments each Interest Payment Date



 




     


     


    

 


SCHEDULE 1


 


Conditions Precedent Documents


 


As required by Section
5.01 of this Agreement, each of the following items must be delivered to the Administrative Agent and the Lenders prior to
the effectiveness of the Agreement:


 


(a)          A
certificate of the Secretary or Assistant Secretary of each of the Borrower, the Warehouse Collateral Manager, dated as of the
Warehouse Closing Date, certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign
on behalf of such Person the Credit Documents to which it is a party (on which certificate the Administrative Agent, the Lenders
and the Lenders may conclusively rely until such time as the Administrative Agent and the Lenders shall receive from the Borrower
or the Warehouse Collateral Manager, as applicable, a revised certificate meeting the requirements of this paragraph (a)(i)),
(ii) that the copy of the certificate of formation, certificate of incorporation, articles of incorporation or articles of organization,
as applicable, of such Person attached to such certificate is a complete and correct copy and that such certificate of formation
has not been amended, modified or supplemented and is in full force and effect, (iii) that the copy of the bylaws, limited liability
company agreement or limited partnership agreement, as applicable, of such Person attached to such certificate is a complete and
correct copy, and that such bylaws, limited liability company agreement or limited partnership agreement, as applicable, has not
been amended, modified or supplemented and are in full force and effect, and (iv) that the copy of the resolutions of the board
of directors or managers of such Person attached to such certificate, approving and authorizing the execution, delivery and performance
by such Person of the Credit Documents to which it is a party, is a complete and correct copy and such resolutions have not been
amended, modified or supplemented and are in full force and effect;


 


(b)          A
good standing certificate, dated as of a recent date for each of the Borrower and the Warehouse Collateral Manager, issued by the
Secretary of State of such Person’s State of formation, incorporation or organization, as applicable;


 


(c)          Financing
statements (the “Facility Financing Statements”) describing the Collateral, and (i) naming the Borrower as debtor
and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the Borrower as assignor and the Collateral
Agent, on behalf of the Secured Parties, as secured party/total assignee and (iii) other, similar instruments or documents, as
may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any
comparable law to perfect the Borrower's interest and the Collateral Agent’s, on behalf of the Secured Parties, interests,
respectively, in all Collateral;


 




     


     


    

 


(d)          Copies
of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for information
(or a similar UCC search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the
Warehouse Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements
which name the Borrower (under its present name and any previous name) debtor and which are filed in the jurisdiction of Delaware,
as applicable, together with copies of such financing statements (none of which shall cover any Collateral);


 


(e)          One
or more favorable opinions of counsel of counsel to the Borrower and the Warehouse Collateral Manager acceptable to the Administrative
Agent and addressed to the Administrative Agent, the Lenders and the Collateral Agent, with respect to such matters as the Administrative
Agent may request (including an opinion, with respect to the first priority perfected security interest of the Collateral Agent,
for the benefit of the Secured Parties, in the Collateral and the membership interests of the Borrower under the UCC laws of the
State of New York, the due authorization, execution and delivery of, and enforceability of, the Agreement and the other Credit
Documents, and other matters); and


 


(f)           Duly
completed copies of IRS Form W-9 (or any successor forms or other certificates or statements that may be required from time to
time by the relevant United States taxing authorities or Applicable Law) for the Borrower.


 




    	 	-2-	 



     


    

 


SCHEDULE 2


 


WAREHOUSE ASSET SCHEDULE


 


		(a)	Warehouse Asset Number



 


		(b)	Obligor Information



 


		(c)	The currency denomination of such Warehouse Asset



 


		(d)	Warehouse Asset Type (Broadly Syndicated Loan, First Lien
Loan, Second Lien Loan, FLLO Loan, Unitranche Loan, Recurring Revenue Loan)



 


		(e)	Whether such Warehouse Asset is a term loan, a Revolving
Obligation, or a Delayed Drawdown Debt Obligation



 


		(f)	Whether such Warehouse Asset is a Cov-Lite Loan



 


		(g)	Whether the rate of interest is floating or fixed



 


		(h)	Rate of interest (and reference rate)



 


		(i)	LIBO floor (if applicable)



 


		(j)	PIK Percentage



 


		(k)	S&P Industry Classification



 


		(l)	The Fitch and/or S&P's Facility Rating and Corporate
Rating of such Warehouse Asset



 


		(m)	The Warehouse Collateral Manager's internal rating (1-5
or whichever is the Warehouse Collateral Manager's current rating system) of the Warehouse Asset as of the applicable Cut-Off
Date and as of the date of such Warehouse Asset Schedule



 


		(n)	Any unfunded amount with respect to a Delayed Drawdown
Debt Obligation (if applicable)



 


		(o)	Par Amount



 


		(p)	Tranche size



 


		(q)	Scheduled maturity date



 


		(r)	The Cut-Off Date for such Warehouse Asset



 


		(s)	Date of the last delivered Obligor financials



 




     


     


    

 


		(t)	Total first lien senior secured indebtedness and total
indebtedness as of the applicable Cut-Off Date, the most recent period



 


		(u)	Calculation of the Senior Leverage Ratio as of the applicable
Cut-Off Date, the most recent period and the prior period for such Warehouse Asset



 


		(v)	Calculation of the Total Leverage Ratio as of the applicable
Cut-Off Date, the most recent period and the prior period for such Warehouse Asset



 


		(w)	Calculation of the Cash Interest Coverage Ratio as of the
applicable Cut-Off Date, the most recent period and the prior period for such Warehouse Asset



 


		(x)	Trailing twelve month EBITDA and EBITDA as of the applicable
Cut-Off Date, the most recent period and the prior period for such Warehouse Asset



 


		(y)	Whether such Warehouse Asset has been subject to a Value
Adjustment Event (and of what type)



 


		(z)	Purchase Price



 


		(aa)	Assigned Value as of the applicable Cut-Off Date for such
Warehouse Asset and as of the date of such Warehouse Asset Schedule



 


		(bb)	Advance Rate



 


		(cc)	Adjusted Borrowing Value



 


		(dd)	Debt-to-Recurring-Revenue Ratio for Recurring Revenue Loans



 


		(ee)	Recurring Revenue for Recurring Revenue Loans



 




    	 	-2-	 



     


    

 


SCHEDULE 3


 


Form of Assignment and Assumption
Agreement


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Morgan Stanley Bank, N.A.] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) [all of the Assignor’s rights and obligations as
a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below][the Assignor’s obligation to make an Advance to be used to purchase the Warehouse
Asset(s) specified in paragraph (6) below and the related rights to receive payments of principal, interest, fees and any
other amounts in respect of such Advance] and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited
to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant
to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.


 





	 	1.	Assignor:	[Morgan Stanley Bank, N.A.]	 
	 	 	 	 	 
	 	2.	Assignee:	 	 
	 	 	 	 	 
	 	3.	Borrower(s):	Golub Capital BDC 2010-1 LLC	 




 




     


     


    

 


		4.	Administrative Agent: Morgan Stanley Senior Funding,
Inc., as the administrative agent under the Credit Agreement



 


		5.	Credit Agreement: The Credit Agreement, dated as of
July 20, 2018, among Golub Capital BDC 2010-1 LLC, the Lenders from time to time party thereto, Morgan Stanley Senior Funding,
Inc., as Administrative Agent, and U.S. Bank National Association, as Collateral Agent.



 


		6.	Assigned Interest:



 


	Facility Assigned	 	Aggregate
 Amount of
 Commitment
 for all Lenders*
	 	 	Amount of
 Commitment
 Assigned*
	 	 	Percentage
 Assigned of
 Commitment2
	 
	 	 	 	 	 	 	 	 	 	 
	Revolving Advances	 	$	 	 	 	$	 	 	 	 	 	%




 


Or [TO BE USED IN THE
CASE OF AN AFFILIATE ASSIGNMENT ONLY]


 


	Amount of
 Advance Assigned
	 	 	Warehouse Asset to which
 Assigned Advance Relates	 
	 	 	 	 	 
	$	 	 	 	

                                                                             
	 	 



 


Effective Date: __________________,
20__


 


The terms set forth
in this Assignment and Assumption are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[MORGAN STANLEY BANK, N.A.]
	 	 	 
	 	By:	 
	 	 	 
	 	 	Title:  Authorized Signatory


 





 






2
       Set forth, to at least 9 decimals, as a percentage of the
Commitment of all Lenders thereunder.






 




    	 	-2-	 



     


    

 


	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	 
	 	 	Title:  


 


	 	Accepted:
	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC. as
	 	 	Administrative Agent
	 	 	 	 
	 	By:	 	 
	 	 	Title: Authorized Signatory
	 	 	 	 
	 	[Consented to:
	 	 
	 	[   ],
	 	on behalf of [   ]
	 	 	 	 
	 	By:	 	 
	 	 	Title:][NOT REQUIRED IN THE CASE OF AN
	 	 	AFFILIATE ASSIGNMENT]


 




    	 	-3-	 



     


    

 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


Golub
Capital BDC 2010-1 LLC CREDIT AGREEMENT


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1.         Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Document.


 


1.2.         Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall
be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.


 




    	 	-4-	 



     


    

 


2.            Payments.
From and after the Effective Date, the Borrower shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Administrative Agent for the benefit of (x) the Assignor for amounts
which have accrued to but excluding the Effective Date and to (y) the Assignee for amounts which have accrued from and after
the Effective Date.


 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


 




    	 	-5-	 



     


    

 


SCHEDULE 4


 


Diversity
Score


 


Diversity Score Calculations


 


Diversity Score 


 


Calculated as follows:


 


(a) An “Obligor Par Amount”
is calculated for each Obligor of a Warehouse Asset, and is equal to the outstanding principal amount of Warehouse Assets issued
by such Obligor and its Affiliates.


 


(b) An “Average Par Amount”
is calculated by summing the Obligor Par Amounts for all Obligors, and dividing by the aggregate number of Obligors.


 


(c) An “Equivalent Unit Score”
is calculated for each Obligor, and is equal to the lesser of (a) one and (b) the Obligor Par Amount for such Obligor divided
by the Average Par Amount.


 


(d) An “Aggregate Industry Equivalent
Unit Score” is then calculated for each S&P Industry Classification and is equal to the sum of the Equivalent Unit
Scores for each Obligor in such S&P Industry Classification.


 


(e) An “Industry Diversity Score”
is then established for each S&P Industry Classification by reference to the following table for the related Aggregate Industry
Equivalent Unit Score; provided, that if any Aggregate Industry Equivalent Unit Score falls between any two such scores,
the applicable Industry Diversity Score will be the lower of the two Industry Diversity Scores:


 


	Aggregate
 Industry
 Equivalent
 Unit Score	 	 	Industry
 Diversity
 Score	 	 	Aggregate
 Industry
 Equivalent
 Unit Score	 	 	Industry
 Diversity Score	 	 	Aggregate
 Industry
 Equivalent
 Unit Score	 	 	Industry
 Diversity Score	 	 	Aggregate
 Industry
 Equivalent Unit
 Score	 	 	Industry
 Diversity
 Score	 
	 	0.0000	 	 	 	0.0000	 	 	 	5.0500	 	 	 	2.7000	 	 	 	10.1500	 	 	 	4.0200	 	 	 	15.2500	 	 	 	4.5300	 
	 	0.0500	 	 	 	0.1000	 	 	 	5.1500	 	 	 	2.7333	 	 	 	10.2500	 	 	 	4.0300	 	 	 	15.3500	 	 	 	4.5400	 
	 	0.1500	 	 	 	0.2000	 	 	 	5.2500	 	 	 	2.7667	 	 	 	10.3500	 	 	 	4.0400	 	 	 	15.4500	 	 	 	4.5500	 
	 	0.2500	 	 	 	0.3000	 	 	 	5.3500	 	 	 	2.8000	 	 	 	10.4500	 	 	 	4.0500	 	 	 	15.5500	 	 	 	4.5600	 
	 	0.3500	 	 	 	0.4000	 	 	 	5.4500	 	 	 	2.8333	 	 	 	10.5500	 	 	 	4.0600	 	 	 	15.6500	 	 	 	4.5700	 
	 	0.4500	 	 	 	0.5000	 	 	 	5.5500	 	 	 	2.8667	 	 	 	10.6500	 	 	 	4.0700	 	 	 	15.7500	 	 	 	4.5800	 
	 	0.5500	 	 	 	0.6000	 	 	 	5.6500	 	 	 	2.9000	 	 	 	10.7500	 	 	 	4.0800	 	 	 	15.8500	 	 	 	4.5900	 
	 	0.6500	 	 	 	0.7000	 	 	 	5.7500	 	 	 	2.9333	 	 	 	10.8500	 	 	 	4.0900	 	 	 	15.9500	 	 	 	4.6000	 
	 	0.7500	 	 	 	0.8000	 	 	 	5.8500	 	 	 	2.9667	 	 	 	10.9500	 	 	 	4.1000	 	 	 	16.0500	 	 	 	4.6100	 
	 	0.8500	 	 	 	0.9000	 	 	 	5.9500	 	 	 	3.0000	 	 	 	11.0500	 	 	 	4.1100	 	 	 	16.1500	 	 	 	4.6200	 
	 	0.9500	 	 	 	1.0000	 	 	 	6.0500	 	 	 	3.0250	 	 	 	11.1500	 	 	 	4.1200	 	 	 	16.2500	 	 	 	4.6300	 
	 	1.0500	 	 	 	1.0500	 	 	 	6.1500	 	 	 	3.0500	 	 	 	11.2500	 	 	 	4.1300	 	 	 	16.3500	 	 	 	4.6400	 
	 	1.1500	 	 	 	1.1000	 	 	 	6.2500	 	 	 	3.0750	 	 	 	11.3500	 	 	 	4.1400	 	 	 	16.4500	 	 	 	4.6500	 
	 	1.2500	 	 	 	1.1500	 	 	 	6.3500	 	 	 	3.1000	 	 	 	11.4500	 	 	 	4.1500	 	 	 	16.5500	 	 	 	4.6600	 
	 	1.3500	 	 	 	1.2000	 	 	 	6.4500	 	 	 	3.1250	 	 	 	11.5500	 	 	 	4.1600	 	 	 	16.6500	 	 	 	4.6700	 
	 	1.4500	 	 	 	1.2500	 	 	 	6.5500	 	 	 	3.1500	 	 	 	11.6500	 	 	 	4.1700	 	 	 	16.7500	 	 	 	4.6800	 
	 	1.5500	 	 	 	1.3000	 	 	 	6.6500	 	 	 	3.1750	 	 	 	11.7500	 	 	 	4.1800	 	 	 	16.8500	 	 	 	4.6900	 



 




     


     


    

 


	Aggregate
 Industry
 Equivalent
 Unit Score	 	 	Industry
 Diversity
 Score	 	 	Aggregate
 Industry
 Equivalent
 Unit Score	 	 	Industry
 Diversity Score	 	 	Aggregate
 Industry
 Equivalent
 Unit Score	 	 	Industry
 Diversity Score	 	 	Aggregate
 Industry
 Equivalent Unit
 Score	 	 	Industry
 Diversity
 Score	 
	 	1.6500	 	 	 	1.3500	 	 	 	6.7500	 	 	 	3.2000	 	 	 	11.8500	 	 	 	4.1900	 	 	 	16.9500	 	 	 	4.7000	 
	 	1.7500	 	 	 	1.4000	 	 	 	6.8500	 	 	 	3.2250	 	 	 	11.9500	 	 	 	4.2000	 	 	 	17.0500	 	 	 	4.7100	 
	 	1.8500	 	 	 	1.4500	 	 	 	6.9500	 	 	 	3.2500	 	 	 	12.0500	 	 	 	4.2100	 	 	 	17.1500	 	 	 	4.7200	 
	 	1.9500	 	 	 	1.5000	 	 	 	7.0500	 	 	 	3.2750	 	 	 	12.1500	 	 	 	4.2200	 	 	 	17.2500	 	 	 	4.7300	 
	 	2.0500	 	 	 	1.5500	 	 	 	7.1500	 	 	 	3.3000	 	 	 	12.2500	 	 	 	4.2300	 	 	 	17.3500	 	 	 	4.7400	 
	 	2.1500	 	 	 	1.6000	 	 	 	7.2500	 	 	 	3.3250	 	 	 	12.3500	 	 	 	4.2400	 	 	 	17.4500	 	 	 	4.7500	 
	 	2.2500	 	 	 	1.6500	 	 	 	7.3500	 	 	 	3.3500	 	 	 	12.4500	 	 	 	4.2500	 	 	 	17.5500	 	 	 	4.7600	 
	 	2.3500	 	 	 	1.7000	 	 	 	7.4500	 	 	 	3.3750	 	 	 	12.5500	 	 	 	4.2600	 	 	 	17.6500	 	 	 	4.7700	 
	 	2.4500	 	 	 	1.7500	 	 	 	7.5500	 	 	 	3.4000	 	 	 	12.6500	 	 	 	4.2700	 	 	 	17.7500	 	 	 	4.7800	 
	 	2.5500	 	 	 	1.8000	 	 	 	7.6500	 	 	 	3.4250	 	 	 	12.7500	 	 	 	4.2800	 	 	 	17.8500	 	 	 	4.7900	 
	 	2.6500	 	 	 	1.8500	 	 	 	7.7500	 	 	 	3.4500	 	 	 	12.8500	 	 	 	4.2900	 	 	 	17.9500	 	 	 	4.8000	 
	 	2.7500	 	 	 	1.9000	 	 	 	7.8500	 	 	 	3.4750	 	 	 	12.9500	 	 	 	4.3000	 	 	 	18.0500	 	 	 	4.8100	 
	 	2.8500	 	 	 	1.9500	 	 	 	7.9500	 	 	 	3.5000	 	 	 	13.0500	 	 	 	4.3100	 	 	 	18.1500	 	 	 	4.8200	 
	 	2.9500	 	 	 	2.0000	 	 	 	8.0500	 	 	 	3.5250	 	 	 	13.1500	 	 	 	4.3200	 	 	 	18.2500	 	 	 	4.8300	 
	 	3.0500	 	 	 	2.0333	 	 	 	8.1500	 	 	 	3.5500	 	 	 	13.2500	 	 	 	4.3300	 	 	 	18.3500	 	 	 	4.8400	 
	 	3.1500	 	 	 	2.0667	 	 	 	8.2500	 	 	 	3.5750	 	 	 	13.3500	 	 	 	4.3400	 	 	 	18.4500	 	 	 	4.8500	 
	 	3.2500	 	 	 	2.1000	 	 	 	8.3500	 	 	 	3.6000	 	 	 	13.4500	 	 	 	4.3500	 	 	 	18.5500	 	 	 	4.8600	 
	 	3.3500	 	 	 	2.1333	 	 	 	8.4500	 	 	 	3.6250	 	 	 	13.5500	 	 	 	4.3600	 	 	 	18.6500	 	 	 	4.8700	 
	 	3.4500	 	 	 	2.1667	 	 	 	8.5500	 	 	 	3.6500	 	 	 	13.6500	 	 	 	4.3700	 	 	 	18.7500	 	 	 	4.8800	 
	 	3.5500	 	 	 	2.2000	 	 	 	8.6500	 	 	 	3.6750	 	 	 	13.7500	 	 	 	4.3800	 	 	 	18.8500	 	 	 	4.8900	 
	 	3.6500	 	 	 	2.2333	 	 	 	8.7500	 	 	 	3.7000	 	 	 	13.8500	 	 	 	4.3900	 	 	 	18.9500	 	 	 	4.9000	 
	 	3.7500	 	 	 	2.2667	 	 	 	8.8500	 	 	 	3.7250	 	 	 	13.9500	 	 	 	4.4000	 	 	 	19.0500	 	 	 	4.9100	 
	 	3.8500	 	 	 	2.3000	 	 	 	8.9500	 	 	 	3.7500	 	 	 	14.0500	 	 	 	4.4100	 	 	 	19.1500	 	 	 	4.9200	 
	 	3.9500	 	 	 	2.3333	 	 	 	9.0500	 	 	 	3.7750	 	 	 	14.1500	 	 	 	4.4200	 	 	 	19.2500	 	 	 	4.9300	 
	 	4.0500	 	 	 	2.3667	 	 	 	9.1500	 	 	 	3.8000	 	 	 	14.2500	 	 	 	4.4300	 	 	 	19.3500	 	 	 	4.9400	 
	 	4.1500	 	 	 	2.4000	 	 	 	9.2500	 	 	 	3.8250	 	 	 	14.3500	 	 	 	4.4400	 	 	 	19.4500	 	 	 	4.9500	 
	 	4.2500	 	 	 	2.4333	 	 	 	9.3500	 	 	 	3.8500	 	 	 	14.4500	 	 	 	4.4500	 	 	 	19.5500	 	 	 	4.9600	 
	 	4.3500	 	 	 	2.4667	 	 	 	9.4500	 	 	 	3.8750	 	 	 	14.5500	 	 	 	4.4600	 	 	 	19.6500	 	 	 	4.9700	 
	 	4.4500	 	 	 	2.5000	 	 	 	9.5500	 	 	 	3.9000	 	 	 	14.6500	 	 	 	4.4700	 	 	 	19.7500	 	 	 	4.9800	 
	 	4.5500	 	 	 	2.5333	 	 	 	9.6500	 	 	 	3.9250	 	 	 	14.7500	 	 	 	4.4800	 	 	 	19.8500	 	 	 	4.9900	 
	 	4.6500	 	 	 	2.5667	 	 	 	9.7500	 	 	 	3.9500	 	 	 	14.8500	 	 	 	4.4900	 	 	 	19.9500	 	 	 	5.0000	 
	 	4.7500	 	 	 	2.6000	 	 	 	9.8500	 	 	 	3.9750	 	 	 	14.9500	 	 	 	4.5000	 	 	 	 	 	 	 	 	 
	 	4.8500	 	 	 	2.6333	 	 	 	9.9500	 	 	 	4.0000	 	 	 	15.0500	 	 	 	4.5100	 	 	 	 	 	 	 	 	 
	 	4.9500	 	 	 	2.6667	 	 	 	10.0500	 	 	 	4.0100	 	 	 	15.1500	 	 	 	4.5200	 	 	 	 	 	 	 	 	 



 


(f) The Diversity Score is then calculated
by summing each of the Industry Diversity Scores for each S&P Industry Classification.


 


For purposes of calculating the Diversity
Score, Affiliates of an Obligor in the same industry are deemed to be a single Obligor, except as otherwise agreed to by the Administrative
Agent.


 




    	 	-2-